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Shareholder Subscription Agreement

Shareholder Subscription Agreement Template for Nigeria

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Key Requirements PROMPT example:

Shareholder Subscription Agreement

"I need a Shareholder Subscription Agreement under Nigerian law for a UK-based venture capital firm investing $2 million for a 15% stake in my Lagos-based fintech company, with completion expected by March 2025 and including board representation rights."

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Document background
The Shareholder Subscription Agreement is a fundamental document used when a company seeks to issue new shares to investors in Nigeria. It is particularly crucial for companies raising capital, whether through private placement or institutional investment. The agreement must comply with Nigerian law, particularly the Companies and Allied Matters Act (CAMA) 2020, and typically includes detailed provisions on share pricing, payment mechanisms, representations and warranties, conditions precedent, and completion mechanics. This document is essential for protecting both the company's and investors' interests, ensuring regulatory compliance, and establishing clear rights and obligations of all parties involved in the share subscription process.
Suggested Sections

1. Parties: Identifies the Company, existing shareholders (if any), and the subscriber(s)

2. Background: Explains the context of the subscription, including the company's current share capital and the purpose of the investment

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

4. Subscription: Details the number, class, and price of shares being subscribed for

5. Payment Terms: Specifies the payment method, timing, and bank details for the subscription amount

6. Conditions Precedent: Lists conditions that must be satisfied before completion of the subscription

7. Completion: Details the completion mechanics, timing, and deliverables

8. Company Warranties: Warranties given by the company regarding its status, operations, and financial position

9. Subscriber Warranties: Warranties given by the subscriber regarding capacity and authority to invest

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

11. Confidentiality: Provisions regarding the confidential treatment of information

12. Notices: Specifies how formal notices under the agreement should be given

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

Optional Sections

1. Multiple Closings: Required when the subscription will occur in multiple tranches or phases

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

3. Tag-Along Rights: Optional protection for minority shareholders to join in sales by majority shareholders

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

5. Anti-dilution Protection: Optional protection against future share issues at lower valuations

6. Board Representation: Required when the subscription includes rights to appoint directors

7. Information Rights: Optional provisions detailing what company information the subscriber will receive

8. Pre-emptive Rights: Optional rights for subscribers to participate in future share issues

Suggested Schedules

1. Share Capital Structure: Details of the company's share capital before and after subscription

2. Conditions Precedent Documents: List of documents required to satisfy conditions precedent

3. Completion Documents: List of documents to be delivered at completion

4. Company Warranties: Detailed company warranties

5. Form of Board Resolutions: Template board resolutions approving the subscription

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

7. Disclosure Letter: Company's disclosures against the warranties

8. Deed of Adherence: Form of deed binding the subscriber to any existing shareholders' agreement

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
Completion
Completion Date
Conditions Precedent
Confidential Information
Consideration
Constitutional Documents
Disclosure Letter
Encumbrance
Existing Shareholders
Financial Year
Governmental Authority
Group
Law
Long Stop Date
Material Adverse Change
Naira
New Shares
Ordinary Shares
Party/Parties
Regulatory Approvals
SEC
Share Capital
Shareholder
Subscription Price
Subscription Shares
Subsidiaries
Transaction Documents
Warranties
Working Hours
Relevant Industries

Technology

Financial Services

Manufacturing

Real Estate

Healthcare

Energy

Telecommunications

Agriculture

Mining

E-commerce

Construction

Transportation

Education

Retail

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Investment

Executive Management

Board of Directors

Corporate Development

Mergers & Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Secretary

Investment Manager

Managing Director

Finance Director

Compliance Officer

Investment Analyst

Board Director

Private Equity Manager

Venture Capital Manager

Corporate Lawyer

Investment Banker

Financial Controller

Industries
Companies and Allied Matters Act (CAMA) 2020: The primary legislation governing company formation, operation, and management in Nigeria. It contains provisions for share allotment, transfer, and shareholders' rights and obligations.
Investment and Securities Act 2007: Regulates the securities market, including share issuance, transfer of securities, and protection of investors in Nigeria.
Nigerian Investment Promotion Commission Act: Relevant for agreements involving foreign investors, governing foreign participation in Nigerian businesses and investment protection.
Companies Income Tax Act: Governs the taxation of company profits and includes provisions relevant to share transfers and corporate restructuring.
Stamp Duties Act: Requires certain documents, including share transfer instruments and subscription agreements, to be stamped and appropriate duties paid.
Foreign Exchange (Monitoring and Miscellaneous Provisions) Act: Regulates foreign exchange transactions and investments by non-residents in Nigerian companies.
Securities and Exchange Commission (SEC) Rules: Provides detailed regulations for securities transactions, especially relevant if the company is or will be publicly traded.
Corporate Governance Codes: Guidelines and principles for corporate governance, particularly important for public companies and regulated 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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