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Equity Ownership Agreement

Equity Ownership Agreement Template for Nigeria

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Key Requirements PROMPT example:

Equity Ownership Agreement

"I need an Equity Ownership Agreement for my tech startup in Lagos, where three venture capital firms will collectively acquire 40% ownership, with completion planned for March 2025. The agreement should include strong minority protection rights and anti-dilution provisions."

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Document background
The Equity Ownership Agreement is a crucial document for any company operating in Nigeria that wishes to formalize its shareholding structure and relationships. It becomes particularly important during investment rounds, corporate restructuring, or when establishing new business ventures. This agreement, governed by Nigerian law and specifically the Companies and Allied Matters Act (CAMA) 2020, serves multiple purposes including defining ownership rights, establishing governance mechanisms, and protecting shareholder interests. It typically includes provisions for share transfers, voting rights, dividend policies, and exit mechanisms. The document is essential for both startups seeking investment and established companies managing their ownership structure, requiring careful consideration of local regulatory requirements and market practices.
Suggested Sections

1. Parties: Identifies all parties to the agreement, including full legal names and addresses

2. Background: Provides context for the agreement, including company information and purpose of the equity transfer

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

4. Share Capital and Ownership Structure: Details the company's share capital, classes of shares, and ownership percentages

5. Consideration and Payment Terms: Specifies the payment terms for the equity acquisition

6. Completion and Conditions Precedent: Lists conditions that must be met before the agreement becomes effective

7. Representations and Warranties: Contains statements of fact and assurances from all parties

8. Management and Control: Outlines corporate governance structure and decision-making processes

9. Shareholders' Rights and Obligations: Details rights and responsibilities of shareholders

10. Transfer Restrictions: Specifies limitations on share transfers and right of first refusal provisions

11. Confidentiality: Establishes confidentiality obligations regarding company information

12. Dispute Resolution: Outlines process for resolving disputes between parties

13. Governing Law and Jurisdiction: Specifies Nigerian law as governing law and jurisdiction

14. General Provisions: Contains standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Tag-Along and Drag-Along Rights: Include when minority shareholder protection or exit mechanisms are required

2. Pre-emptive Rights: Include when existing shareholders should have rights to maintain ownership percentage in new share issues

3. Foreign Investment Provisions: Include when any shareholder is a foreign entity, addressing NIPC requirements

4. Preferred Share Rights: Include when the agreement involves preferred shares with special rights

5. Anti-dilution Protection: Include when investors require protection against future dilutive share issuances

6. Put and Call Options: Include when parties want specific exit rights

7. Employee Share Ownership: Include when agreement involves employee share schemes

8. Dividend Policy: Include when specific dividend distribution rules are required

Suggested Schedules

1. Schedule 1: Share Capital and Shareholding Structure: Detailed breakdown of share classes, numbers, and ownership percentages

2. Schedule 2: Completion Requirements: Checklist of documents and actions required for completion

3. Schedule 3: Reserved Matters: List of decisions requiring special majority or unanimous approval

4. Schedule 4: Company Information: Detailed company information including registration details and existing charges

5. Schedule 5: Deed of Adherence: Template for new shareholders to become bound by the agreement

6. Schedule 6: Initial Business Plan: Company's business plan and financial projections

7. Schedule 7: Share Valuation Methodology: Agreed method for valuing shares for transfers or exits

8. Appendix A: Board Resolution: Copy of board resolution approving the equity transfer

9. Appendix B: Corporate Authorizations: Copies of relevant corporate authorizations and regulatory approvals

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

Technology

Financial Services

Manufacturing

Real Estate

Healthcare

Energy

Agriculture

Telecommunications

Professional Services

Retail

Education

Mining

Construction

Transportation

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Secretariat

Compliance

Risk Management

Corporate Development

Investment

Executive Leadership

Board of Directors

Shareholder Relations

Corporate Governance

Mergers and Acquisitions

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Corporate Secretary

Legal Counsel

Investment Manager

Corporate Lawyer

Managing Director

Finance Director

Business Development Director

Compliance Officer

Board Member

Investment Analyst

Corporate Governance Officer

Shareholder Relations Manager

Private Equity Manager

Venture Capital Manager

Risk Manager

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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