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A Share Purchase Agreement is a binding contract that details the sale and transfer of company shares from one party to another in Nigeria. It spells out the exact terms of the deal: how many shares are being sold, at what price, and when the ownership will change hands.

Under Nigerian corporate law, this crucial document protects both buyers and sellers by addressing key issues like payment terms, warranties about the company's condition, and what happens if problems come up later. It's especially important for private companies, where the Companies and Allied Matters Act requires proper documentation of share transfers to make them legally valid.

Use a Share Purchase Agreement any time you're buying or selling shares in a Nigerian company, especially for significant transactions or when dealing with private businesses. This agreement becomes essential during mergers and acquisitions, company restructuring, or when bringing in new investors.

The timing matters most when negotiating complex share deals, particularly if the transaction involves valuable assets or multiple shareholders. Under Nigerian law, having this agreement in place before transferring any shares helps prevent disputes, ensures compliance with the Companies and Allied Matters Act, and protects both parties' interests throughout the entire sale process.

• Share Sale And Purchase Agreement: Standard comprehensive version for direct share transfers between parties, including detailed warranties and representations
• Share Acquisition Agreement: Specialized for corporate acquisitions, with enhanced due diligence provisions and post-closing obligations
• Stock Buy Back Agreement: Used when a company repurchases its own shares from existing shareholders
• Founders Stock Purchase Agreement: Tailored for startup founders, including vesting schedules and special rights
• Stock Purchase Contract: Simplified version for straightforward share transfers with basic terms and conditions

• Company Shareholders: Both selling and buying parties who are transferring ownership of shares, from individual investors to corporate entities
• Corporate Lawyers: Draft and review the Share Purchase Agreement to ensure legal compliance and protect their clients' interests
• Company Directors: Approve and execute the agreement on behalf of the company, especially in private firms
• Investment Bankers: Often facilitate larger transactions and help structure deal terms
• Corporate Secretaries: Handle documentation and ensure proper filing with the Corporate Affairs Commission
• Financial Advisors: Assist in valuation and financial terms of the share transfer

• Company Details: Gather accurate corporate information, including registration numbers, registered address, and current shareholding structure
• Share Information: Document the exact number, class, and value of shares being transferred
• Party Information: Collect complete details of all buyers and sellers, including proper legal names and contact information
• Payment Terms: Specify the agreed purchase price, payment schedule, and any conditions
• Due Diligence: Review company records, financial statements, and existing obligations
• Regulatory Requirements: Check Corporate Affairs Commission guidelines and sector-specific regulations
• Warranties: List all necessary representations about the company's condition and share ownership

• Parties Section: Full legal names and addresses of all buyers, sellers, and the company involved
• Share Details: Precise description of shares being transferred, including class, number, and par value
• Consideration: Clear statement of purchase price and payment terms
• Warranties: Seller's guarantees about share ownership and company status
• Conditions Precedent: Required actions before completion of the transfer
• Completion Mechanics: Specific steps for executing the transfer under CAMA
• Governing Law: Nigerian law and jurisdiction clause
• Signature Block: Space for parties' signatures, with proper attestation

A Share Purchase Agreement differs significantly from an Asset Purchase Agreement in several key ways under Nigerian law. While both involve business transactions, they serve distinct purposes and have different implications for buyers and sellers.

• Transaction Focus: Share Purchase Agreements transfer company ownership through shares, while Asset Purchase Agreements deal with specific business assets, equipment, or property
• Liability Transfer: Share purchases include all company liabilities, whereas asset purchases let buyers choose specific assets without assuming all company debts
• Regulatory Requirements: Share transfers need Corporate Affairs Commission approval and documentation, while asset transfers often require different registrations based on asset type
• Tax Implications: Share transfers attract capital gains tax, while asset purchases may involve multiple tax considerations including VAT
• Third-Party Consents: Share transfers rarely need third-party approval, but asset transfers might require various stakeholder permissions