The Single Shareholder Agreement is a crucial legal document used in Nigeria when establishing or formalizing the relationship between a company and its sole shareholder. This agreement is particularly relevant in the context of the Companies and Allied Matters Act (CAMA) 2020, which recognizes and provides for single-member companies in Nigeria. The document serves multiple purposes: it defines the shareholder's rights and obligations, establishes corporate governance frameworks, outlines management structures, and sets procedures for key business decisions. It's commonly used when incorporating new single-shareholder companies, converting existing companies to single-shareholder status, or formalizing arrangements in existing single-shareholder companies. The agreement also typically includes provisions for potential future changes, such as additional shareholders or company sale, while ensuring compliance with Nigerian corporate law requirements.
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1. Parties: Identifies the company and the sole shareholder with their full legal details
2. Background: Sets out the context of the agreement, including company formation details and purpose
3. Definitions: Defines key terms used throughout the agreement
4. Share Ownership: Details of share capital, class of shares, and confirmation of sole shareholding
5. Management and Control: Provisions regarding company management, director appointment, and decision-making processes
6. Shareholder Rights and Obligations: Outlines the rights, powers, and responsibilities of the sole shareholder
7. Corporate Governance: Procedures for company meetings, resolutions, and corporate record-keeping
8. Financial Matters: Provisions regarding dividends, accounts, and financial management
9. Reserved Matters: Decisions requiring specific shareholder approval
10. Confidentiality: Obligations regarding company and business information confidentiality
11. Term and Termination: Duration of the agreement and circumstances for termination
12. Governing Law and Jurisdiction: Confirms Nigerian law as governing law and jurisdiction for disputes
1. Share Transfer Provisions: Used when there's potential for future additional shareholders or transfer restrictions
2. Drag and Tag Rights: Include if future sale of the company is contemplated
3. Non-Competition and Non-Solicitation: Include if the shareholder is also involved in business operations
4. Intellectual Property Rights: Include if the company has significant IP assets
5. Employee Share Schemes: Include if future employee share ownership is contemplated
6. Exit Provisions: Include if specific exit mechanisms are needed for future scenarios
7. Dispute Resolution: Include if specific arbitration or mediation procedures are preferred
1. Company Details: Details of company registration, share capital, and corporate structure
2. Initial Business Plan: Company's business objectives and strategic plans
3. Reserved Matters List: Detailed list of decisions requiring specific shareholder approval
4. Share Certificate: Copy of the share certificate(s) issued to the sole shareholder
5. Board Composition: Details of initial board members and management structure
6. Deed of Adherence: Template for future shareholders to join the agreement if needed
7. Company Assets: List of major company assets and their ownership status
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