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Share Allocation Agreement

Share Allocation Agreement Template for Nigeria

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Key Requirements PROMPT example:

Share Allocation Agreement

"I need a Share Allocation Agreement under Nigerian law for issuing 10,000 ordinary shares to three foreign investors, with anti-dilution protection and tag-along rights, to be completed by March 2025."

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Document background
A Share Allocation Agreement is a crucial document used when a company in Nigeria intends to issue new shares or reallocate existing ones to subscribers. This agreement is essential for both private and public companies, particularly during capital raising, employee share schemes, or corporate restructuring. The document must comply with the Companies and Allied Matters Act (CAMA) 2020 and other relevant Nigerian legislation, including SEC regulations where applicable. It typically includes detailed provisions about the share allocation process, payment terms, representations and warranties, and completion mechanics. The agreement serves as a legally binding document that protects both the issuing company and the subscribers, ensuring transparency and compliance with Nigerian corporate law requirements.
Suggested Sections

1. Parties: Identification of the Company issuing shares and the Subscriber(s) receiving the allocation

2. Background: Context of the share allocation, including company's current share capital structure and reason for allocation

3. Definitions and Interpretation: Key terms used throughout the agreement and rules for interpretation

4. Share Allocation Details: Specific details of shares being allocated, including number, class, and nominal value

5. Consideration: Payment terms and consideration for the shares, including payment method and timing

6. Conditions Precedent: Any conditions that must be satisfied before the share allocation becomes effective

7. Completion: Process and requirements for completing the share allocation, including documentation and filing requirements

8. Representations and Warranties: Standard warranties from both the company and subscriber regarding capacity, authority, and share status

9. Company Undertakings: Company's commitments regarding the share allocation and related corporate actions

10. Subscriber Undertakings: Subscriber's commitments regarding payment and compliance with company regulations

11. Notices: Process for formal communications between parties

12. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes

Optional Sections

1. Pre-emptive Rights: Required when existing shareholders have pre-emptive rights that need to be addressed or waived

2. Foreign Investment Provisions: Required when subscriber is a foreign investor, addressing NIPC requirements

3. Share Transfer Restrictions: Optional provisions restricting future transfer of allocated shares

4. Tag-Along Rights: Optional provisions giving minority shareholders right to join in sale of shares

5. Drag-Along Rights: Optional provisions allowing majority shareholders to force minority to join in sale

6. Special Share Rights: Required when allocating shares with special rights or restrictions

7. Anti-dilution Provisions: Optional protection for investors against future dilution of shareholding

Suggested Schedules

1. Share Capital Structure: Details of company's existing share capital and shareholding structure

2. Form of Share Certificate: Template of share certificate to be issued

3. Corporate Authorizations: Copies of board and shareholder resolutions approving the share allocation

4. Payment Details: Detailed payment instructions and bank account information

5. Completion Checklist: List of documents and actions required for completion

6. Regulatory Filings: Forms and documents required for CAC and SEC filings

7. Share Rights and Restrictions: Detailed description of rights and restrictions attached to allocated shares

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Allocated Shares
Articles of Association
Board
Business Day
CAC
CAMA
Company
Completion
Completion Date
Conditions Precedent
Consideration
Corporate Affairs Commission
Directors
Encumbrance
Existing Shareholders
Governmental Authority
ISA
Issue Price
Issued Share Capital
Law
Material Adverse Change
Memorandum of Association
Naira
Nominal Value
Parties
Pre-emptive Rights
Register of Members
Regulatory Approvals
SEC
Securities and Exchange Commission
Share Certificate
Share Capital
Shareholder
Shares
Subscriber
Subscription Amount
Transaction Documents
Transfer
Warranties
Clauses
Share Allocation
Consideration
Payment Terms
Conditions Precedent
Completion
Representations and Warranties
Company Undertakings
Subscriber Undertakings
Pre-emptive Rights
Share Rights and Restrictions
Transfer Restrictions
Regulatory Compliance
Board Approval
Shareholder Approval
Share Certificates
Registration of Shares
Anti-dilution
Tag-Along Rights
Drag-Along Rights
Confidentiality
Notices
Assignment
Costs and Expenses
Amendment and Variation
Severability
Entire Agreement
Force Majeure
Governing Law
Dispute Resolution
Termination
Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Energy and Natural Resources

Healthcare

Telecommunications

Agriculture

Professional Services

Retail and Consumer Goods

Infrastructure

Entertainment and Media

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Investment

Board of Directors

Corporate Governance

Treasury

Risk Management

Corporate Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Investment Manager

Finance Director

Compliance Officer

Board Director

Corporate Governance Officer

Share Registrar

Investment Banker

Private Equity Manager

Venture Capital Manager

Financial Controller

Industries
Companies and Allied Matters Act (CAMA) 2020: The primary legislation governing company operations in Nigeria, including share capital, allotment of shares, share certificates, and transfer of shares.
Investment and Securities Act 2007: Regulates the securities market and provides framework for share transactions, including requirements for securities offerings and transfers.
Securities and Exchange Commission Rules: Detailed regulations governing securities transactions, including share allotment procedures and disclosure requirements.
Nigerian Investment Promotion Commission Act: Relevant for share allocations involving foreign investors, providing guidelines on foreign ownership of Nigerian companies.
Companies Income Tax Act: Tax implications of share allocations and corporate restructuring, including stamp duties and capital gains considerations.
Stamp Duties Act: Requirements for stamping share certificates and other documents related to share allocation.
Corporate Affairs Commission Guidelines: Administrative requirements and procedures for filing share allocation documents and updating company records.
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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