The Simple Shareholders Agreement is a fundamental document used when establishing or formalizing the relationship between shareholders in a Nigerian company. It becomes particularly relevant when a company has multiple shareholders, whether they are individuals or corporate entities. This agreement, governed by Nigerian law and compliant with CAMA 2020, sets out crucial terms including share transfer restrictions, management rights, dividend policies, and dispute resolution mechanisms. It's essential for protecting minority shareholders' rights and maintaining clear corporate governance structures. The document is typically implemented at company formation, when new shareholders join, or when existing shareholders wish to formalize their arrangements. It provides certainty and clarity in shareholder relations while ensuring compliance with Nigerian corporate law requirements.
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1. Parties: Identification of all shareholders and the company
2. Background: Context of the agreement and current shareholding structure
3. Definitions and Interpretation: Key terms used throughout the agreement
4. Share Capital and Shareholding: Details of share capital, classes of shares, and shareholding percentages
5. Share Transfer Restrictions: Limitations on transfer of shares, including right of first refusal and tag-along/drag-along rights
6. Management and Decision Making: Board composition, appointment rights, and decision-making processes
7. Shareholders Meetings: Procedures for calling and conducting shareholders meetings, voting rights
8. Reserved Matters: Decisions requiring special majority or unanimous consent
9. Dividend Policy: Framework for declaration and distribution of dividends
10. Information Rights: Shareholders' rights to company information and financial reports
11. Non-Competition and Confidentiality: Restrictions on competing activities and handling of confidential information
12. Default: Events of default and consequences
13. Termination: Circumstances under which the agreement can be terminated
14. Dispute Resolution: Process for resolving disputes between shareholders
15. General Provisions: Standard boilerplate clauses including notices, governing law, etc.
1. Pre-emptive Rights: Rights of existing shareholders to maintain their percentage ownership in new share issues
2. Share Valuation: Methods for valuing shares in transfer situations - important for private companies
3. Foreign Investment Provisions: Special provisions required when foreign shareholders are involved
4. Employee Share Scheme: Framework for employee share ownership programs if applicable
5. Intellectual Property Rights: Provisions dealing with company IP ownership and usage - important for technology companies
6. Dead-lock Resolution: Specific procedures for resolving board or shareholder deadlocks - important for 50/50 joint ventures
7. Put and Call Options: Rights to force purchase or sale of shares under specific circumstances
1. Schedule 1: Details of the Company and Shareholders: Complete details of the company and all shareholders including shareholding percentages
2. Schedule 2: Share Capital Structure: Detailed breakdown of share classes, rights, and current allocation
3. Schedule 3: Reserved Matters: Comprehensive list of decisions requiring special approval
4. Schedule 4: Deed of Adherence: Template for new shareholders to sign up to the agreement
5. Schedule 5: Share Transfer Procedures: Detailed procedures and forms for implementing share transfers
6. Schedule 6: Dividend Policy Details: Specific formulas and procedures for dividend calculations and distributions
7. Schedule 7: Board Procedures: Detailed procedures for board meetings and decision-making
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