Share Allotment Agreement Template for Nigeria

The Share Allotment Agreement is a fundamental document in Nigerian corporate practice, used when a company issues new shares to investors or existing shareholders. This agreement is essential in various scenarios, including capital raising, employee share schemes, or strategic investments. The document must comply with the Companies and Allied Matters Act (CAMA) 2020 and other relevant Nigerian legislation, making it crucial for both private and public companies. It typically includes detailed provisions about the shares being issued, payment terms, representations and warranties, and completion mechanics. The agreement is particularly important in protecting both the company's and subscribers' interests by clearly documenting the terms of the share issuance and ensuring regulatory compliance. It serves as a key reference document for future corporate actions and helps maintain clear records of the company's share capital history.

1. Parties: Identification of the Company and the Subscriber(s) with full legal names and addresses

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

3. Definitions and Interpretation: Key terms used in the agreement and rules for interpreting the document

4. Agreement to Allot and Subscribe: Core agreement where company agrees to allot and subscriber agrees to subscribe for shares

5. Consideration: Details of the payment amount, method, and timing for the shares being allotted

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

7. Completion: Mechanics and timing of the completion of the share allotment, including required actions

8. Company's Representations and Warranties: Company's statements about its authority, share capital, and other material facts

9. Subscriber's Representations and Warranties: Subscriber's statements about their capacity and authority to enter into the agreement

10. Covenants: Ongoing obligations of the parties post-completion

11. Notices: Process for formal communications between parties

12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement