Shareholders Agreement For Private Limited Company Template for Nigeria

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Key Requirements PROMPT example:

Shareholders Agreement For Private Limited Company

"I need a Shareholders Agreement For Private Limited Company for my Nigerian tech startup, which will have 4 founding shareholders and a foreign venture capital investor joining in March 2025, with specific provisions for anti-dilution protection and a employee share option pool."

Document background
The Shareholders Agreement For Private Limited Company is a fundamental document used in Nigerian business operations to establish a clear framework for shareholder relationships and corporate governance. This agreement becomes essential when incorporating a new company or when new shareholders join an existing private limited company in Nigeria. It must comply with the Companies and Allied Matters Act (CAMA) 2020 and other relevant Nigerian legislation, including the Investment and Securities Act and the Nigerian Investment Promotion Commission Act for foreign investments. The document typically includes provisions for share transfers, voting rights, dividend policies, management structure, dispute resolution, and exit mechanisms. It serves as a crucial tool for preventing and resolving conflicts between shareholders while protecting both majority and minority interests in accordance with Nigerian corporate law.
Suggested Sections

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

2. Background: Sets out the context of the agreement, including company details and purpose

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

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

5. Shareholders' Rights and Obligations: Outlines basic rights and duties of shareholders

6. Management and Decision Making: Establishes governance structure and decision-making processes

7. Transfer of Shares: Sets out rules and restrictions for share transfers

8. Pre-emption Rights: Details shareholders' rights of first refusal on share transfers

9. Tag-Along and Drag-Along Rights: Mechanisms for minority protection and majority exit rights

10. Dividend Policy: Establishes principles for dividend declarations and payments

11. Information Rights: Specifies shareholders' rights to company information and records

12. Deadlock Resolution: Procedures for resolving fundamental disagreements

13. Confidentiality: Obligations regarding company and shareholder confidential information

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

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

Optional Sections

1. Anti-dilution Protection: Used when there are investors requiring protection against future dilution of their shareholding

2. Vesting Provisions: Included when shares are subject to vesting schedules, typically for founder or employee shareholders

3. Put and Call Options: When specific shareholders have rights to force purchase or sale of shares

4. Non-compete and Non-solicitation: Used when shareholders need to be restricted from competing activities

5. Intellectual Property Rights: Important when the company's IP is significant and needs specific protection

6. Employee Share Scheme: When the company has or plans to implement employee share ownership plans

7. Foreign Investment Provisions: Required when there are foreign shareholders to ensure compliance with NIPC Act

8. Reserved Matters: When certain decisions require special majority or unanimous approval

Suggested Schedules

1. Schedule 1: Details of the Company: Company registration details, registered office, directors, and share capital structure

2. Schedule 2: Initial Shareholders: List of all shareholders with their shareholding details and contact information

3. Schedule 3: Deed of Adherence: Template for new shareholders to agree to be bound by the agreement

4. Schedule 4: Reserved Matters: Detailed list of decisions requiring special approval

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

6. Schedule 6: Tag and Drag Procedures: Detailed procedures for implementing tag-along and drag-along rights

7. Schedule 7: Valuation Methods: Agreed methods for share valuation in various circumstances

8. Schedule 8: Company Policies: Key corporate policies referenced in the 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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Manufacturing

Real Estate

Financial Services

Agriculture

Healthcare

Retail

Energy

Transportation

Professional Services

Mining

Construction

Education

Telecommunications

Media and Entertainment

Relevant Teams

Legal

Corporate Secretariat

Finance

Compliance

Corporate Governance

Executive Leadership

Board of Directors

Investor Relations

Risk Management

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Legal Counsel

Corporate Lawyer

Chief Financial Officer

Finance Director

Board Member

Director

Compliance Officer

Investment Manager

Corporate Governance Officer

Shareholder Relations Manager

Business Development Manager

Risk Manager

Industries
Companies and Allied Matters Act (CAMA) 2020: The primary legislation governing company formation, operation, and management in Nigeria. It provides the legal framework for private companies, share transfers, shareholders' rights, and corporate governance requirements.
Investment and Securities Act 2007: Regulates the securities market and investments in Nigeria, including provisions relevant to share transfers, security over shares, and disclosure requirements.
Nigerian Investment Promotion Commission Act: Relevant for agreements involving foreign shareholders, as it regulates foreign investment in Nigerian companies and provides protection for foreign investors.
Companies Income Tax Act: Important for tax provisions in the shareholders agreement, particularly regarding dividend distributions and corporate tax obligations.
Federal Competition and Consumer Protection Act 2018: Relevant for provisions relating to share transfers that might trigger competition law considerations or require regulatory approval.
Nigerian Code of Corporate Governance 2018: While not legislation per se, this code provides important guidelines for corporate governance practices that should be reflected in the shareholders agreement.
Personal Income Tax Act: Relevant for provisions relating to individual shareholders' tax obligations and dividend taxation.
Stamp Duties Act: Required consideration for share transfer provisions and execution of the agreement, as it governs stamp duty payments on 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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