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Company Share Purchase Agreement

Company Share Purchase Agreement Template for Nigeria

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Key Requirements PROMPT example:

Company Share Purchase Agreement

"I need a Company Share Purchase Agreement under Nigerian law for the acquisition of 60% shareholding in a Lagos-based technology company, with completion planned for March 2025 and including earn-out provisions based on revenue targets."

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Document background
The Company Share Purchase Agreement is a crucial document used in Nigerian corporate transactions when transferring ownership of shares from one party to another. It serves as the primary contract governing the sale of shares, whether for partial or complete ownership transfer of a company. This document is essential under Nigerian law, particularly complying with the Companies and Allied Matters Act (CAMA) 2020, and includes detailed provisions covering purchase price, payment terms, warranties, representations, conditions precedent, and completion mechanics. It's commonly used in corporate acquisitions, business restructuring, investment transactions, and exit arrangements, providing legal protection for both buyers and sellers while ensuring regulatory compliance with Nigerian corporate, tax, and investment laws.
Suggested Sections

1. Parties: Identification of the Seller(s), Buyer(s), and the Company whose shares are being transferred

2. Background: Context of the transaction, including current shareholding structure and reason for the transfer

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

4. Sale and Purchase: Core transaction terms including number of shares, price, and payment terms

5. Conditions Precedent: Conditions that must be satisfied before completion can occur

6. Completion: Details of when, where, and how completion will take place, including completion obligations

7. Seller's Warranties: Warranties given by the seller regarding the shares, company, and business

8. Buyer's Warranties: Basic warranties from the buyer regarding capacity and authority to enter into the agreement

9. Tax Covenants: Provisions dealing with tax liabilities and indemnities

10. Confidentiality: Obligations regarding confidential information and announcements

11. Notices: Process for giving formal notices under the agreement

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

Optional Sections

1. Non-Competition: Restrictions on seller's future competitive activities - used when seller has been actively involved in the business

2. Earn-out Provisions: Structure for additional payments based on future performance - used when part of purchase price is contingent on future events

3. Employee Matters: Provisions dealing with key employees - relevant when retention of specific employees is crucial

4. Pre-Completion Covenants: Obligations between signing and completion - used in split exchange/completion deals

5. Bank Guarantee/Security: Details of any security for deferred payments - used when payment is not made in full at completion

6. Foreign Investment Provisions: Additional provisions required for foreign buyers - used when buyer is not Nigerian

7. Break Fee: Compensation if deal fails - used in high-value transactions with significant due diligence costs

Suggested Schedules

1. Details of the Company: Complete corporate information including registration details, directors, and share capital structure

2. Details of the Sale Shares: Specific details of shares being transferred including share certificate numbers and class of shares

3. Purchase Price Calculation: Detailed breakdown of how the purchase price was calculated

4. Warranties: Comprehensive list of detailed warranties given by the seller

5. Completion Obligations: Detailed list of documents to be delivered and actions to be taken at completion

6. Properties: Details of all company properties and related matters

7. Intellectual Property: List of all IP owned or used by the company

8. Material Contracts: List and details of important contracts

9. Employee Information: Details of employees and their terms of employment

10. Tax Affairs: Details of company's tax position and outstanding matters

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
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Relevant Industries

Financial Services

Technology

Manufacturing

Oil and Gas

Telecommunications

Real Estate

Healthcare

Retail

Agriculture

Mining

Construction

Professional Services

Education

Transportation

Energy

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Corporate Secretariat

Executive Leadership

Investment

Due Diligence

Corporate Finance

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Investment Banker

Mergers & Acquisitions Director

Company Secretary

Corporate Finance Manager

Business Development Director

Investment Manager

Due Diligence Officer

Risk Manager

Compliance Officer

Transaction Advisory Manager

Board Director

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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