Private Company Shareholder Agreement Template for Nigeria

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Key Requirements PROMPT example:

Private Company Shareholder Agreement

"I need a Private Company Shareholders' Agreement for a new Nigerian tech startup with three founding shareholders and two investor shareholders, including specific provisions for future funding rounds and technology IP protection, to be implemented by March 2025."

Document background
A Private Company Shareholders' Agreement is a fundamental document for any private company in Nigeria seeking to establish clear rules and structures for shareholder relationships. This agreement becomes essential when a company has multiple shareholders, whether they are individuals or corporate entities, and needs to establish clear guidelines for ownership, control, and management. It operates within the framework of Nigerian corporate law, particularly the Companies and Allied Matters Act (CAMA) 2020, and addresses crucial aspects such as share transfers, voting rights, dividend policies, and dispute resolution mechanisms. The document is particularly important during company formation, when new shareholders join, or when existing shareholders wish to formalize their relationships and responsibilities. It helps prevent potential conflicts by clearly defining shareholders' rights and obligations while providing mechanisms for resolving disputes if they arise.
Suggested Sections

1. Parties: Identification of all shareholders and the company as parties to the agreement

2. Background: Context of the agreement, including company details and purpose of the agreement

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

4. Share Capital and Shareholding: Details of company's share capital structure and current shareholding

5. Directors and Management: Appointment rights, board composition, and management structure

6. Shareholders' Rights and Obligations: Core rights and duties of shareholders including voting rights

7. Transfer of Shares: Rules and restrictions regarding share transfers, including right of first refusal

8. Reserved Matters: Decisions requiring special majority or unanimous shareholder approval

9. Dividend Policy: Framework for declaration and distribution of dividends

10. Information Rights: Shareholders' rights to company information and financial reports

11. Confidentiality: Obligations regarding confidential information

12. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation

13. Deadlock Resolution: Procedures for resolving fundamental disagreements

14. Dispute Resolution: Process for resolving disputes between shareholders

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

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

Optional Sections

1. Tag-Along Rights: Optional protection for minority shareholders to join in sale of majority stake

2. Drag-Along Rights: Optional right for majority shareholders to force minorities to join in sale

3. Share Valuation: Include when specific valuation methodology needs to be prescribed

4. Preemptive Rights: Include when shareholders should have rights to maintain percentage ownership in new issues

5. Put and Call Options: Include when specific shareholders need rights to sell to or buy from others

6. Anti-Dilution Protection: Include for protection against dilution in future funding rounds

7. IPO Rights: Include if public listing is contemplated as a future exit strategy

8. Foreign Investment Provisions: Include when there are foreign shareholders or foreign investment is anticipated

Suggested Schedules

1. Schedule 1: Details of the Company: Company registration details, registered office, and current directors

2. Schedule 2: Share Capital and Shareholders: Detailed breakdown of shareholding structure and share classes

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

4. Schedule 4: Deed of Adherence: Template for new shareholders to join the agreement

5. Schedule 5: Business Plan: Initial business plan and strategy of the company

6. Schedule 6: Share Valuation Methodology: Detailed process for valuing shares for transfers or exits

7. Appendix A: Board Procedures: Detailed procedures for board meetings and decision-making

8. Appendix B: Competing Businesses: List of businesses considered competitors or excluded from non-compete provisions

Authors

Alex Denne

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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Manufacturing

Financial Services

Real Estate

Agriculture

Oil and Gas

Telecommunications

Healthcare

Retail

Construction

Professional Services

Mining

Entertainment

Education

Logistics

Hospitality

Relevant Teams

Legal

Corporate Secretariat

Board of Directors

Corporate Affairs

Compliance

Finance

Risk Management

Investment Relations

Corporate Governance

Strategic Planning

Relevant Roles

Chief Executive Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Managing Director

Board Director

Chief Financial Officer

Investment Manager

Compliance Officer

Corporate Governance Officer

Legal Director

Business Development Manager

Company Director

Shareholder Relations Manager

Risk Manager

Corporate Affairs Manager

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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