Deed Of Assignment Of Shares

Deed Of Assignment Of Shares Template for Nigeria

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Key Requirements PROMPT example:

"I need a Deed of Assignment of Shares for transferring 10,000 ordinary shares in TechGrow Nigeria Limited from an individual shareholder to a corporate entity, with completion scheduled for March 15, 2025, including specific warranties about the company's intellectual property."

Document background

The Deed of Assignment of Shares is a fundamental document in Nigerian corporate practice, used when transferring ownership of shares between parties. This deed is particularly important in mergers, acquisitions, corporate restructuring, and investment scenarios. It must comply with the Companies and Allied Matters Act (CAMA) 2020 and other relevant Nigerian legislation, including stamping requirements under the Stamp Duties Act. The document typically includes details of the parties, share specifications, consideration amount, warranties, and completion requirements. It serves as conclusive evidence of the transfer and must be properly executed, stamped, and registered with relevant authorities. The deed is essential for maintaining proper corporate records and ensuring legal compliance in share transfers within the Nigerian jurisdiction.

Suggested Sections

1. Parties: Identification of the Assignor (current shareholder), Assignee (new shareholder), and the Company whose shares are being transferred

2. Background: Recitals explaining the context of the share transfer, including details of the Company and the Assignor's current shareholding

3. Definitions: Definitions of key terms used throughout the deed

4. Agreement to Assign: The operative clause containing the agreement to transfer the shares

5. Consideration: Details of the payment or other consideration for the share transfer

6. Completion: Specifics of when and how the transfer will be completed, including delivery of share certificates and payment arrangements

7. Assignor's Warranties: Warranties regarding ownership, authority to transfer, and absence of encumbrances on the shares

8. Further Assurance: Commitment to take any additional actions necessary to effect the transfer

9. Governing Law: Specification that Nigerian law governs the deed

10. Execution: Formal execution blocks for signing as a deed

Optional Sections

1. Regulatory Compliance: Required when the transfer needs specific regulatory approvals or notifications

2. Third Party Consents: Needed when the Company's articles or shareholders' agreement require other shareholders' or directors' consent

3. Tax Indemnity: Used when specific tax arrangements or indemnities are required between the parties

4. Non-Competition: Added when the Assignor needs to be restricted from competing activities

5. Confidentiality: Included when specific confidentiality obligations are required beyond standard duties

6. Power of Attorney: Required when one party needs authority to execute additional documents on behalf of the other

Suggested Schedules

1. Schedule 1 - Details of the Shares: Detailed description of the shares being transferred, including share certificate numbers and class of shares

2. Schedule 2 - Company Information: Key details about the Company, including registration number, registered office, and share capital structure

3. Schedule 3 - Completion Requirements: List of documents to be delivered and actions to be taken at completion

4. Schedule 4 - Form of Stock Transfer Form: The statutory form required for share transfer in Nigeria

5. Appendix A - Board Resolution: Copy of board resolution approving the transfer (if required)

6. Appendix B - Regulatory Approvals: Copies of any required regulatory approvals or consents

Authors

Alex Denne

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Financial Services

Legal Services

Corporate Services

Investment Banking

Private Equity

Manufacturing

Technology

Real Estate

Energy

Telecommunications

Healthcare

Retail

Professional Services

Mining

Agriculture

Relevant Teams

Legal

Finance

Corporate Secretarial

Compliance

Corporate Governance

Investment

Mergers & Acquisitions

Board of Directors

Executive Management

Corporate Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Legal Counsel

Corporate Lawyer

Investment Manager

Managing Director

Finance Director

Compliance Officer

Corporate Governance Officer

Investment Banker

Private Equity Manager

Mergers & Acquisitions Manager

Board Director

Share Registrar

Corporate Affairs Manager

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