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Share Contribution Agreement

Share Contribution Agreement Template for Nigeria

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Key Requirements PROMPT example:

Share Contribution Agreement

"I need a Share Contribution Agreement for contributing 25,000 ordinary shares in my Nigerian tech startup to a newly formed holding company, with completion expected by March 2025 and including standard warranties and regulatory compliance provisions."

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Document background
The Share Contribution Agreement is a crucial document in Nigerian corporate transactions, used when a shareholder wishes to contribute their shares to another entity, whether as part of a corporate restructuring, investment arrangement, or strategic business combination. This agreement type is governed by Nigerian law, particularly the Companies and Allied Matters Act (CAMA) 2020, and must comply with requirements set by the Corporate Affairs Commission and other regulatory bodies. The document typically includes detailed provisions about the shares being contributed, conditions for the transfer, representations and warranties, and completion mechanics. It's particularly important in scenarios involving corporate reorganizations, investment structures, or when establishing holding companies. The agreement must address specific Nigerian legal requirements regarding share transfers, stamp duties, and corporate governance, while also considering any foreign investment regulations if international parties are involved.
Suggested Sections

1. Parties: Identification of the contributing shareholder(s), the receiving entity, and any other relevant parties

2. Background: Context of the transaction, including the purpose of the share contribution and relevant corporate information

3. Definitions and Interpretation: Definition of key terms used throughout the agreement and rules of interpretation

4. Share Contribution: Details of the shares being contributed, including number, class, and nominal value

5. Consideration: Description of any consideration being provided in exchange for the share contribution

6. Conditions Precedent: Conditions that must be satisfied before the share contribution becomes effective

7. Completion: Process and mechanics for completing the share contribution, including timing and deliverables

8. Representations and Warranties: Statements of fact and assurances from both parties regarding their capacity, authority, and the shares

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

10. Tax Matters: Allocation of responsibility for taxes arising from the transaction

11. Confidentiality: Obligations regarding the confidential treatment of transaction information

12. Notices: Process for formal communications between parties

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

14. General Provisions: Standard boilerplate clauses including entire agreement, amendments, and severability

Optional Sections

1. Regulatory Compliance: Required when the transaction involves regulated sectors or requires regulatory approvals

2. Foreign Investment Provisions: Needed when any party is a foreign entity, addressing NIPC requirements

3. Tag-Along/Drag-Along Rights: Include when there are multiple shareholders and specific exit rights are needed

4. Non-Competition: Required when the contributing shareholder needs to be restricted from competing

5. Employee Matters: Necessary when the share contribution affects employee ownership or rights

6. Interim Period Obligations: Include when there's a significant gap between signing and completion

7. Break Fee: Optional provision for compensation if the transaction fails to complete

Suggested Schedules

1. Share Details: Detailed description of the shares being contributed, including share certificates numbers and shareholding history

2. Conditions Precedent: Comprehensive list of all conditions that must be satisfied before completion

3. Completion Obligations: Detailed list of actions and documents required at completion

4. Form of Transfer Instruments: Templates for share transfer forms and other required documentation

5. Warranties: Detailed warranties given by the contributing shareholder regarding the shares and company

6. Corporate Information: Details of the relevant companies' corporate information and structure

7. Regulatory Approvals: List of required regulatory approvals and their status

8. Encumbrances: Details of any existing encumbrances on the shares being contributed

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
Board
Business Day
CAMA
CAC
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Contributed Shares
Contributing Shareholder
Disclosed
Disclosure Letter
Encumbrance
Group
Governmental Authority
Law
Losses
Material Adverse Change
Nigerian Law
Notice
Parties
Receiving Entity
Related Party
Representatives
Securities Laws
Share Certificates
Shareholders
Signing Date
Stamp Duty
Subsidiary
Tax
Transaction Documents
Transfer Forms
Warranties
Working Hours
Clauses
Interpretation
Definitions
Share Contribution
Consideration
Conditions Precedent
Completion
Pre-Completion Obligations
Post-Completion Obligations
Representations and Warranties
Tax Covenants
Indemnification
Confidentiality
Non-Competition
Non-Solicitation
Further Assurance
Assignment
Notices
Costs
Stamp Duty
Force Majeure
Severability
Entire Agreement
Amendments
Waiver
Third Party Rights
Counterparts
Governing Law
Dispute Resolution
Foreign Investment Compliance
Regulatory Compliance
Share Transfer Mechanics
Tag-Along Rights
Drag-Along Rights
Information Rights
Board Representation
Dividends
Exit Rights
Anti-Dilution
Default
Termination
Survival
Relevant Industries

Financial Services

Banking

Technology

Manufacturing

Real Estate

Energy

Telecommunications

Healthcare

Mining

Agriculture

Professional Services

Retail

Construction

Transportation

Education

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Risk Management

Corporate Development

Investment

Tax

Treasury

Board of Directors

Executive Management

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

Legal Counsel

Investment Manager

Corporate Governance Officer

Compliance Officer

Finance Director

Managing Director

Board Director

Investment Banker

Corporate Lawyer

Tax Manager

Financial Controller

Business Development Manager

Risk Manager

Company Registrar

Mergers & Acquisitions Director

Industries
Companies and Allied Matters Act (CAMA) 2020: The primary legislation governing company formation, operation, and management in Nigeria. It regulates share transfers, corporate documentation, and shareholder rights.
Investment and Securities Act 2007: Regulates securities trading, investments, and market operations in Nigeria. Relevant for share transfers and valuations.
Nigerian Investment Promotion Commission Act: Governs foreign investment in Nigerian companies and provides framework for foreign participation in Nigerian businesses.
Capital Gains Tax Act: Regulates tax implications on the transfer of shares and other capital assets in Nigeria.
Stamp Duties Act: Requires proper stamping of share transfer documents and agreements to make them admissible in evidence.
Foreign Exchange (Monitoring and Miscellaneous Provisions) Act: Governs foreign exchange transactions and international monetary transfers related to share acquisitions.
Corporate Affairs Commission Regulations: Provides specific requirements for filing and registration of share transfers and corporate documents.
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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