The Shareholders Agreement and Articles of Association are fundamental documents required for establishing and operating a company in Nigeria. These documents are particularly crucial when incorporating a new company or restructuring an existing one under Nigerian law, specifically the Companies and Allied Matters Act (CAMA) 2020. The combined document serves multiple purposes: it defines the relationships between shareholders, establishes corporate governance structures, sets out share transfer restrictions, and provides mechanisms for dispute resolution. This comprehensive agreement is essential for protecting shareholder interests while ensuring compliance with Nigerian corporate law requirements. It's commonly used when multiple shareholders are involved, especially in private companies, joint ventures, or when foreign investment is present. The document must reflect specific Nigerian regulatory requirements while accommodating international best practices in corporate governance.
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1. Parties: Identification of all shareholders and the company as parties to the agreement
2. Background: Context of the agreement, including company formation details and purpose
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Share Capital and Shareholding Structure: Details of authorized and issued share capital, classes of shares
5. Directors and Management: Appointment, removal, and powers of directors; management structure
6. Shareholders Meetings: Procedures for general meetings, voting rights, and quorum requirements
7. Transfer of Shares: Rules and restrictions on share transfers, including pre-emption rights
8. Reserved Matters: Decisions requiring special majority or unanimous consent
9. Dividend Policy: Rules governing dividend declarations and distributions
10. Confidentiality: Obligations regarding company and shareholder confidential information
11. Non-Competition and Non-Solicitation: Restrictions on competing activities and soliciting employees/customers
12. Dispute Resolution: Procedures for resolving disputes between shareholders
13. Termination: Circumstances and procedures for terminating the agreement
14. General Provisions: Miscellaneous legal provisions including notices, amendments, governing law
1. Tag-Along and Drag-Along Rights: Rights protecting minority shareholders in sale situations, used in companies with significant minority shareholders
2. Deadlock Resolution: Procedures for resolving deadlock situations, important for 50/50 joint ventures
3. Share Valuation: Methods for valuing shares in various transfer scenarios, useful for private companies
4. Intellectual Property Rights: Provisions dealing with IP ownership and licensing, important for technology companies
5. Employee Share Schemes: Framework for employee share ownership programs, relevant if company plans to offer shares to employees
6. Foreign Investment Provisions: Special provisions required when foreign shareholders are involved
7. Put and Call Options: Rights to force purchase or sale of shares in specific circumstances
8. Additional Funding Provisions: Rules for future funding rounds and shareholder obligations
1. Schedule 1: Details of Shareholders: Complete list of shareholders with their shareholdings and contact details
2. Schedule 2: Deed of Adherence: Template for new shareholders to sign up to the agreement
3. Schedule 3: Reserved Matters List: Detailed list of matters requiring special approval
4. Schedule 4: Company Information: Key company details including registration number, registered office, directors
5. Schedule 5: Initial Business Plan: Company's initial business plan and strategic objectives
6. Schedule 6: Share Capital History: Details of all share issuances and transfers since incorporation
7. Appendix A: Form of Share Certificate: Template for company share certificates
8. Appendix B: Board Resolution Ƶ: Standard templates for common board resolutions
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