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Investment Contract Template for Nigeria

This Investment Contract template is designed for use in Nigeria, complying with Nigerian investment laws including the Investment and Securities Act 2007 and the Companies and Allied Matters Act 2020. It provides a comprehensive framework for structuring investments, whether domestic or foreign, and includes provisions for investment terms, governance rights, exit mechanisms, and regulatory compliance. The document incorporates specific requirements of Nigerian corporate law, foreign exchange regulations, and sector-specific requirements where applicable, while ensuring protection of investor interests and clarity in investment terms.

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What is a Investment Contract?

This Investment Contract is a crucial legal document used in Nigerian business transactions to formalize and structure investment relationships between investors and recipient businesses. It is designed to comply with Nigerian legal requirements, including the Investment and Securities Act 2007, Companies and Allied Matters Act 2020, and relevant foreign exchange regulations. The contract is suitable for various investment types, including equity investments, convertible loans, and hybrid structures, and can be adapted for both domestic and foreign investments. It includes comprehensive provisions covering investment terms, governance rights, regulatory compliance, reporting requirements, and exit mechanisms, while incorporating necessary protections for all parties involved. The document is particularly important in the Nigerian context where clear documentation of investment terms and compliance with local regulations is essential for investment security and enforcement.

What sections should be included in a Investment Contract?

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

2. Background: Sets out the context of the investment and brief description of the business or project

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

4. Investment Amount and Structure: Specifies the total investment amount, payment schedule, and investment structure (equity, debt, or hybrid)

5. Conditions Precedent: Lists conditions that must be satisfied before the investment becomes effective

6. Representations and Warranties: Contains statements of fact and assurances from all parties about their capacity, authority, and business condition

7. Investment Terms: Details the key commercial terms including valuation, shareholding (if applicable), and return on investment

8. Rights and Obligations: Outlines the specific rights and obligations of each party post-investment

9. Governance and Control: Specifies management rights, voting rights, and decision-making processes

10. Financial Reporting: Sets out requirements for financial statements, reports, and other information to be provided to investors

11. Exit Provisions: Details the mechanisms for exit, including transfer rights, tag-along, drag-along rights

12. Term and Termination: Specifies the duration of the agreement and circumstances under which it can be terminated

13. Confidentiality: Establishes obligations regarding confidential information

14. Dispute Resolution: Sets out procedures for resolving disputes, including jurisdiction and applicable law

15. General Provisions: Contains standard boilerplate clauses including notices, amendments, and assignment

16. Execution: Signature blocks and execution formalities

What sections are optional to include in a Investment Contract?

1. Anti-dilution Protection: Include when protecting against future dilution of investment is required

2. Conversion Rights: Required for convertible investments or preference shares

3. Environmental and Social Compliance: Important for investments in sectors with environmental impact

4. Local Content Requirements: Necessary for investments in sectors subject to Nigerian local content laws

5. Technology Transfer: Include when the investment involves significant technological components

6. Foreign Exchange Provisions: Required for investments involving foreign currency

7. Security Arrangements: Necessary when the investment is secured against assets

8. Put and Call Options: Include when specific exit mechanisms are required

9. Non-Compete and Non-Solicitation: Important when protecting business interests from competition

What schedules should be included in a Investment Contract?

1. Investment Schedule: Detailed breakdown of investment amounts, tranches, and payment timelines

2. Business Plan: Detailed business plan including projections and use of investment funds

3. Corporate Information: Company documents, certificates, and corporate authorizations

4. Capitalization Table: Current and post-investment shareholding structure

5. Key Personnel: Details of key management and their responsibilities

6. Assets Schedule: List of major assets owned by the company

7. Intellectual Property Rights: Details of IP owned or licensed by the company

8. Required Consents: List of regulatory and third-party consents required

9. Form of Shareholders Agreement: Draft shareholders agreement if investment includes equity component

10. Financial Statements: Historical financial statements and projections

Authors

Alex Denne

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

Jurisdiction

Nigeria

Publisher

Genie AI

Cost

Free to use

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