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Shareholders Agreement Joint Venture for Nigeria

Shareholders Agreement Joint Venture Template for Nigeria

A comprehensive legal agreement governed by Nigerian law that establishes and regulates the relationship between shareholders in a joint venture company. This document outlines the terms of cooperation, governance structure, shareholding rights and obligations, management procedures, and dispute resolution mechanisms in accordance with the Companies and Allied Matters Act (CAMA) 2020 and other relevant Nigerian legislation. It provides a framework for corporate decision-making, share transfers, profit distribution, and protection of shareholders' interests while ensuring compliance with local regulatory requirements.

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What is a Shareholders Agreement Joint Venture?

The Shareholders Agreement Joint Venture is a crucial document for businesses establishing joint operations in Nigeria. It is typically used when two or more parties wish to combine their resources, expertise, and operations while maintaining separate legal identities through a joint venture company. This agreement is essential in the Nigerian business context, where joint ventures are common in sectors such as oil and gas, manufacturing, and technology. The document must comply with the Companies and Allied Matters Act (CAMA) 2020 and other relevant Nigerian regulations, addressing specific local requirements such as local content rules and investment promotion guidelines. It provides comprehensive coverage of shareholding structures, management rights, profit sharing, dispute resolution, and exit mechanisms, while considering Nigerian business practices and legal framework.

What sections should be included in a Shareholders Agreement Joint Venture?

1. Parties: Identification of all shareholders and the company entering into the agreement

2. Background: Context of the joint venture formation and relationship between parties

3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement

4. Business of the Company: Detailed description of the joint venture's business scope and objectives

5. Capital Structure and Contributions: Details of share capital, shareholding percentages, and capital contribution requirements

6. Share Transfer Restrictions: Restrictions on transfer of shares including right of first refusal and tag-along/drag-along rights

7. Management and Governance: Board composition, appointment rights, voting requirements, and management structure

8. Shareholders Meetings: Procedures for shareholders meetings, voting rights, and quorum requirements

9. Reserved Matters: List of decisions requiring special majority or unanimous shareholder approval

10. Dividend Policy: Framework for distribution of profits and dividend declaration

11. Funding Requirements: Provisions for additional funding, including mechanisms for future capital calls

12. Confidentiality: Obligations regarding confidential information and trade secrets

13. Non-Competition: Restrictions on competitive activities by shareholders

14. Term and Termination: Duration of agreement and circumstances for termination

15. Dispute Resolution: Procedures for resolving disputes, including arbitration provisions

16. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

What sections are optional to include in a Shareholders Agreement Joint Venture?

1. Pre-emptive Rights: Rights of existing shareholders to maintain their percentage ownership in new share issues

2. Put and Call Options: Optional rights to force purchase or sale of shares under specific circumstances

3. Intellectual Property Rights: Provisions dealing with IP ownership and licensing if relevant to the joint venture

4. Environmental Compliance: Specific provisions for environmental obligations if the business has environmental impacts

5. Local Content Requirements: Provisions addressing Nigerian local content requirements if applicable to the industry

6. Technology Transfer: Provisions regarding technology transfer if foreign technology is involved

7. Foreign Exchange Provisions: Special provisions dealing with foreign exchange if foreign investors are involved

8. Exit Strategy: Detailed mechanisms for shareholder exit, including IPO provisions if contemplated

What schedules should be included in a Shareholders Agreement Joint Venture?

1. Schedule 1 - Share Capital and Shareholding Structure: Detailed breakdown of share capital and shareholding percentages

2. Schedule 2 - Initial Business Plan: Initial business plan and financial projections

3. Schedule 3 - Reserved Matters: Comprehensive list of matters requiring special approval

4. Schedule 4 - Board Composition: Details of initial board composition and appointment rights

5. Schedule 5 - Deed of Adherence: Form of deed for new shareholders joining the agreement

6. Schedule 6 - Key Performance Indicators: Agreed performance metrics for the joint venture

7. Schedule 7 - Initial Officers: List of initial key officers and their roles

8. Schedule 8 - Competing Businesses: List of existing businesses that are excluded from non-compete provisions

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Nigeria

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions

























































Clauses




































Relevant Industries

Oil and Gas

Manufacturing

Technology and Telecommunications

Agriculture and Agribusiness

Financial Services

Infrastructure and Construction

Mining and Natural Resources

Real Estate Development

Healthcare and Pharmaceuticals

Retail and Consumer Goods

Transportation and Logistics

Power and Energy

Relevant Teams

Legal

Corporate Affairs

Finance

Compliance

Risk Management

Corporate Governance

Business Development

Strategy

Investment

Board Secretariat

Executive Management

Mergers and Acquisitions

Relevant Roles

Chief Executive Officer

Chief Legal Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Commercial Director

Business Development Manager

Investment Manager

Corporate Governance Officer

Compliance Officer

Risk Manager

Board Director

Managing Director

Joint Venture Manager

Shareholders Relations Manager

Strategy Director

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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