The Contract For Sale of Business is a crucial document used when transferring ownership of an entire business operation in Nigeria. It is typically employed in scenarios ranging from small business acquisitions to large corporate transactions. The document must comply with Nigerian legal requirements, particularly the Companies and Allied Matters Act (CAMA) 2020 and relevant tax legislation. It encompasses comprehensive provisions for the transfer of all business elements, including assets, employees, contracts, intellectual property, and liabilities. The agreement protects both parties' interests by clearly defining the scope of the sale, purchase price mechanisms, warranties, and post-completion obligations. This document type is essential for ensuring a smooth transition of ownership while addressing regulatory compliance, due diligence findings, and risk allocation between parties.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Your data doesn't train Genie's AI
You keep IP ownership聽of your docs
1. Parties: Identification of the seller and buyer, including full legal names, registration numbers, and registered addresses
2. Background: Context of the sale, brief description of the business, and purpose of the agreement
3. Definitions: Defined terms used throughout the agreement, including Business, Assets, Completion Date, Purchase Price, etc.
4. Sale and Purchase: Core agreement to sell and purchase the business, including scope of what is being transferred
5. Purchase Price: Amount payable, payment structure, adjustments, and payment mechanics
6. Conditions Precedent: Conditions that must be satisfied before completion can occur
7. Pre-Completion Obligations: Seller's obligations in running the business between exchange and completion
8. Completion: Mechanics of completion, including timing, location, and actions required
9. Seller's Warranties: Standard warranties about the business, assets, accounts, employees, and operations
10. Buyer's Warranties: Basic warranties from the buyer, including capacity to enter the agreement
11. Employees: Treatment of employees, transfer arrangements, and related obligations
12. Restrictive Covenants: Non-compete and non-solicitation provisions binding the seller
13. Confidentiality: Obligations regarding business information and agreement terms
14. Announcements: Process for making public announcements about the sale
15. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction for disputes
1. Property Assignment: Required if the business owns rather than leases its premises
2. Intellectual Property Transfer: Detailed IP transfer provisions if the business has significant IP assets
3. Environmental Matters: Required for businesses with environmental impacts or compliance requirements
4. Data Protection: Necessary if the business handles significant personal data
5. Earn-out Provisions: Include if part of purchase price is contingent on future performance
6. Tax Covenant: Detailed tax provisions if significant tax risks or complex tax structure
7. Parent Company Guarantee: Required if buyer or seller is guaranteed by a parent company
8. Break Fee: Include if parties agree to compensation for failed completion
9. Third Party Consents: Required if key contracts or licenses need third party approval for transfer
1. Schedule 1: Assets: Detailed list of all assets included in the sale
2. Schedule 2: Excluded Assets: List of assets specifically excluded from the sale
3. Schedule 3: Properties: Details of all properties owned or leased by the business
4. Schedule 4: Intellectual Property: List of all IP rights owned or used by the business
5. Schedule 5: Employee Information: Details of all employees, including terms and conditions
6. Schedule 6: Material Contracts: List and details of key business contracts
7. Schedule 7: Warranties: Detailed warranties given by the seller
8. Schedule 8: Tax Matters: Detailed tax warranties and provisions
9. Schedule 9: Completion Requirements: Detailed list of documents and actions required at completion
10. Schedule 10: Accounts: Recent financial statements and management accounts
Find the exact document you need
Deposit Agreement For Business Purchase
A Nigerian law-governed agreement setting out terms for a deposit payment in a business purchase transaction, including payment conditions and regulatory compliance requirements.
Download
Company Sales Agreement
A Nigerian law-governed agreement documenting the sale and purchase of a company, including all transaction terms and regulatory compliance requirements.
Download
Commercial Real Estate Purchase And Sale Agreement
A Nigerian law-governed agreement for the purchase and sale of commercial real estate, detailing terms, conditions, and compliance requirements for property transfer.
Download
Business Buy And Sell Agreement
A Nigerian law-governed agreement facilitating the complete transfer of business ownership between parties, including all terms, conditions, and regulatory compliance requirements.
Download
Commercial Property Purchase Agreement
A legally binding agreement under Nigerian law for the purchase and sale of commercial property, outlining terms, conditions, and regulatory requirements for property transfer.
Download
Contract For Sale Of Business
A Nigerian law-governed agreement for the complete transfer of business ownership, including assets, liabilities, and operational elements from seller to buyer.
Download
Business Sales Agreement
A Nigerian law-governed agreement establishing terms and conditions for the sale of business assets or goods between commercial entities.
Download
Intent To Purchase Business Agreement
A Nigerian law-governed agreement expressing formal intention to purchase a business, subject to conditions and due diligence.
Download
Company Acquisition Agreement
A Nigerian law-governed agreement documenting the terms and conditions for the purchase and sale of a company, ensuring regulatory compliance and protecting parties' interests.
Download
Business Acquisition Letter Of Intent
A preliminary document under Nigerian law outlining the proposed terms and framework for a business acquisition transaction.
Download
Business Acquisition Agreement
A Nigerian law-governed agreement documenting the terms and conditions for acquiring a business, including purchase terms, warranties, and regulatory compliance requirements.
Download
Stock Purchase Letter Of Intent
A preliminary agreement under Nigerian law outlining the proposed terms and conditions for a stock purchase transaction, serving as a framework for future definitive agreements.
Download
Acquisition Letter Of Intent
A preliminary agreement under Nigerian law outlining the proposed terms and conditions for an acquisition, serving as a framework for further negotiations and due diligence.
Download
骋别苍颈别鈥檚 Security Promise
Genie is the safest place to draft. Here鈥檚 how we prioritise your privacy and security.
Your documents are private:
We do not train on your data; 骋别苍颈别鈥檚 AI improves independently
All data stored on Genie is private to your organisation
Your documents are protected:
Your documents are protected by ultra-secure 256-bit encryption
We are ISO27001 certified, so your data is secure
Organizational security:
You retain IP ownership of your documents and their information
You have full control over your data and who gets to see it