The Company Sales Agreement is a crucial document used in Nigerian business transactions for the transfer of company ownership, whether through share sale or asset purchase. It must comply with Nigerian law, particularly the Companies and Allied Matters Act (CAMA) 2020, and other relevant regulations. This agreement is essential when conducting business acquisitions in Nigeria, as it outlines all critical aspects of the transaction including purchase price, warranties, representations, conditions precedent, and completion mechanics. It also addresses specific Nigerian regulatory requirements, tax implications, and necessary corporate approvals. The document serves as the primary reference point for both parties throughout the transaction and any post-completion disputes.
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1. Parties: Identification of the seller and buyer, including full legal names, registration numbers, and registered addresses
2. Background: Context of the transaction, brief description of the company being sold, and purpose of the agreement
3. Definitions: Definitions of key terms used throughout the agreement
4. Sale and Purchase: Core transaction terms including what is being sold and purchased
5. Purchase Price: Details of the consideration, payment terms, and any adjustments
6. Completion: Timing and mechanics of the completion process, including conditions precedent
7. Seller's Warranties: Warranties regarding the company, its assets, liabilities, and operations
8. Buyer's Warranties: Warranties from the buyer regarding capacity and authority to enter into the transaction
9. Pre-Completion Obligations: Obligations of both parties between signing and completion
10. Tax Matters: Tax-related provisions, indemnities, and obligations
11. Confidentiality: Provisions regarding confidential information and announcements
12. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction for disputes
13. Boilerplate Provisions: Standard contractual provisions including notices, amendments, and severability
1. Employee Matters: Include when employees are transferring with the business, detailing employment terms and obligations
2. Intellectual Property: Include when the company owns significant IP assets that need special treatment
3. Real Estate: Include when the company owns or leases significant real estate assets
4. Environmental Matters: Include when the company operates in environmentally sensitive industries
5. Regulatory Compliance: Include when the business operates in highly regulated sectors
6. Post-Completion Integration: Include when specific post-completion obligations or integration plans need to be documented
7. Non-Competition: Include when restrictions on the seller's future business activities are required
8. Earn-out Provisions: Include when part of the purchase price is contingent on future performance
9. Transitional Services: Include when the seller will provide services to the company post-completion
1. Schedule 1 - Company Details: Detailed information about the company including share capital, directors, and corporate structure
2. Schedule 2 - Assets: Comprehensive list of company assets included in the sale
3. Schedule 3 - Properties: Details of owned and leased properties
4. Schedule 4 - Intellectual Property: List of all IP rights owned or licensed by the company
5. Schedule 5 - Material Contracts: List and details of key contracts and agreements
6. Schedule 6 - Employees: List of employees and their key employment terms
7. Schedule 7 - Warranties: Detailed warranties given by the seller
8. Schedule 8 - Completion Deliverables: List of documents and actions required at completion
9. Schedule 9 - Disclosed Matters: Disclosures against the warranties
10. Appendix A - Completion Accounts: Pro forma completion accounts and accounting policies
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