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Business Partner Buy Sell Agreement Template for Nigeria

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Key Requirements PROMPT example:

Business Partner Buy Sell Agreement

"I need a Business Partner Buy-Sell Agreement for a three-partner technology consulting firm in Lagos, with special provisions for disability and retirement, and a requirement that any partner exit must be funded through existing life insurance policies."

Document background
The Business Partner Buy-Sell Agreement is a crucial document in Nigerian business practice that safeguards business continuity and partners' interests by establishing predetermined terms for ownership transfers. It becomes essential when multiple partners own a business and need to plan for future ownership changes, whether triggered by retirement, death, disability, or voluntary exit. The agreement must comply with Nigerian legislation, particularly the Companies and Allied Matters Act (CAMA) 2020, and typically includes comprehensive provisions for valuation methods, payment terms, and transfer procedures. This document is particularly important in the Nigerian business context where clear succession planning and ownership transfer mechanisms are vital for business stability and growth. It helps prevent potential disputes and ensures smooth transitions while maintaining business operations and protecting all stakeholders' interests.
Suggested Sections

1. Parties: Identification of all business partners and the company

2. Background: Context of the agreement and current ownership structure

3. Definitions: Key terms used throughout the agreement

4. Trigger Events: Events that activate the buy-sell provisions (death, disability, retirement, voluntary sale)

5. Valuation Method: Agreed method for determining the business or shares value

6. Purchase Price and Payment Terms: Details of how payment will be structured and timing

7. Funding Mechanism: How the purchase will be funded (insurance, installments, etc.)

8. Right of First Refusal: Process for existing partners to purchase shares before external sale

9. Transfer Restrictions: Limitations on transfer of ownership interests

10. Notice Requirements: Procedures for notifying parties of trigger events and intentions

11. Dispute Resolution: Process for resolving disagreements

12. Governing Law: Specification of Nigerian law as governing law

13. Execution: Signature blocks and execution requirements

Optional Sections

1. Tag-Along Rights: Used when partners want the right to join in sale of shares to third parties

2. Drag-Along Rights: Used when majority owners want right to force minority owners to join in sale

3. Family Transfer Exceptions: Include when allowing special provisions for transfers to family members

4. Cross-Purchase vs. Redemption: Include when offering different structure options for purchase

5. Non-Compete Provisions: Used when restricting partners from competing after exit

6. Intellectual Property Rights: Include when IP is a significant company asset

7. Management Transition: Used when transfer includes management responsibilities

8. Tax Treatment: Include detailed tax provisions when complex tax implications exist

Suggested Schedules

1. Schedule A - Current Ownership Structure: Detailed breakdown of current ownership percentages and classes of shares

2. Schedule B - Valuation Formula: Specific calculation method and factors for business valuation

3. Schedule C - Insurance Policies: Details of life/disability insurance policies funding the agreement

4. Schedule D - Company Financial Statements: Recent financial statements as baseline for valuations

5. Appendix 1 - Valuation Certificate Template: Template for recording agreed business valuations

6. Appendix 2 - Notice Forms: Standard forms for various required notices under the agreement

7. Appendix 3 - Transfer Procedures: Detailed procedures for executing ownership transfers

8. Appendix 4 - CAC Filing Requirements: Checklist of required Corporate Affairs Commission filings for transfers

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions








































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Relevant Industries

Professional Services

Manufacturing

Technology

Retail

Real Estate

Financial Services

Healthcare

Construction

Agriculture

Energy

Telecommunications

Hospitality

Transportation

Mining

Education

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Risk Management

Executive Leadership

Board of Directors

Corporate Governance

Business Development

Strategy

Relevant Roles

CEO

Managing Director

Business Partner

Company Secretary

Legal Counsel

Chief Financial Officer

Corporate Lawyer

Business Owner

Finance Director

Risk Manager

Compliance Officer

Board Member

Executive Director

Managing Partner

General Counsel

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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