Shareholder Agreement Example (Nigeria)
Standard shareholder agreement example between shareholders of a company setting how a company is owned, governed and managed. Easily edit and download.
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A Nigerian shareholders' agreement you can customize and download in minutes
A shareholders' agreement is the contract the owners of a company sign to record how the company will be owned, governed and managed, and to regulate their relationship as shareholders. This template is a standard, plain-English format for Nigerian companies, built around the Companies and Allied Matters Act, 2020 (CAMA) and Corporate Affairs Commission (CAC) practice. It covers the share capital and shareholding, the board and voting, the key decisions that need special consent, restrictions on transferring shares, and the exit protections - pre-emption, tag-along and drag-along — that Nigerian companies typically use.
Just answer a few simple questions - the company and its business, the shareholders and their shareholdings, the board and voting thresholds, the dividend policy and the arbitration seat - and your personalized shareholders' agreement is generated instantly, complete with a cover page, a table of contents and a shareholding schedule, ready to download as PDF or Word.
What this shareholders' agreement includes
- A cover page ("Shareholders' Agreement for the company, between the parties") and a table of contents
- Clear identification of the Shareholders (up to four named parties) and the Company (with RC number and registered office)
- The share capital and shareholding, with a Schedule 1 cap table, and a pre-emption right on new share issues (section 142 of CAMA)
- The Board of Directors - size, each qualifying shareholder's right to appoint a director, quorum and voting
- Shareholders' meetings and voting, and a list of Reserved Matters needing a special shareholder majority
- Funding, a dividend policy, and clear rules on restrictions on transfer and pre-emption (right of first offer)
- Tag-along and drag-along rights, and a permitted-transfers clause for group and family transfers
- A deadlock procedure, confidentiality, and non-competition / non-solicitation covenants
- Term and termination, the relationship with the Articles of Association (the agreement prevails between shareholders), dispute resolution by arbitration under the Arbitration and Mediation Act, 2023, and a Nigerian governing-law clause
- An execution block for each shareholder, the company and a witness
How to create your shareholders' agreement
1. Open the template and click Generate.
2. Answer the guided questions; the company and business, the shareholders and their shares, the board and voting thresholds, the dividend policy, and the arbitration seat.
3. Generate the document; your details are merged into the agreement, cover page and schedule automatically.
4. Review and download as PDF or Word, then have each shareholder and the company sign before a witness.
Who is this shareholders' agreement for?
Founders, co-owners, investors and small businesses setting up or reorganizing a private company limited by shares in Nigeria who want to agree, in writing, how the company will be run and how shares can be transferred or exited. It suits two-to-four-shareholder companies and joint ventures, and works alongside the company's registered Articles of Association.
Disclaimer: This template is provided for convenience and general information only and is not legal advice. Company law in Nigeria (CAMA 2020, CAC regulations, tax and securities rules) is detailed, and a shareholders' agreement should be read together with the company's Articles. For companies with outside investors, unusual share classes, or high-value arrangements, have the final agreement reviewed by a qualified Nigerian lawyer before signing.
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What's included
- Professional formatting and layout, with a cover page and table of contents
- Easy customization with guided questions
- Multiple export formats: pdf, docx
- Standard clauses aligned with Nigerian company law (CAMA 2020)
- Instant download after generation
- Professional formatting and layout
- Easy customization with guided questions
- Multiple export formats: pdf, docx
- Legally reviewed and compliant
- Instant download after generation
What is a shareholders' agreement and why does a Nigerian company need one?
A shareholders' agreement is a private contract between the owners of a company (and usually the company itself) that sets out how the company will be owned, governed and managed. In Nigeria it works alongside the company's registered Articles of Association under the Companies and Allied Matters Act, 2020 (CAMA). It protects the shareholders by fixing things the Articles alone may not — board seats, the decisions that need special consent, how shares can be sold, and what happens on a dispute or exit — reducing the risk of costly disagreements later.
Does this template comply with CAMA 2020?
It is drafted around CAMA 2020 and standard Nigerian practice — for example the pre-emption right on new shares and share transfers (reflecting section 142 of CAMA), the statutory tag-along protection for minority shareholders, and arbitration under the Arbitration and Mediation Act, 2023. It is a standard-tier template, so for companies with outside investors, multiple share classes or complex terms you should still have a Nigerian lawyer tailor it.
How many shareholders can I add?
The template is built for a private company with up to four named shareholders, each with their shareholding recorded in the Schedule 1 cap table and their own signature block. The body clauses refer to the "Shareholders" collectively, so the governance, transfer and exit rules work whether you have two, three or four owners. For more shareholders, add them to the schedule or ask a lawyer to extend it.
What are reserved matters, tag-along and drag-along rights?
Reserved matters are important decisions — like issuing new shares, changing the Articles, or selling the business — that need the consent of shareholders holding a high percentage you set (75% by default). Tag-along lets a minority shareholder join a sale on the same terms if a majority sells, protecting them from being left behind. Drag-along lets a large majority require the minority to sell on the same terms, so a clean 100% sale can go ahead. Together they make ownership changes and exits predictable.
Does it include the pre-emption (right of first offer) on share transfers?
Yes. A shareholder who wants to sell must first offer their shares to the other shareholders, in proportion to their holdings, at a stated price — the right of first offer consistent with section 142 of CAMA. Only if the other shareholders do not take up the shares can they be sold to an outsider, and even then subject to the tag-along and drag-along rules. This keeps ownership within the existing group unless everyone agrees otherwise.
Which law governs it, and how are disputes resolved?
The agreement is governed by the laws of the Federal Republic of Nigeria and is designed to sit alongside the company's CAC-registered Articles — where they conflict, the agreement prevails between the shareholders, who agree to align the Articles. Disputes go first to good-faith discussion and then to arbitration under the Arbitration and Mediation Act, 2023, at a seat (city) in Nigeria that you choose.
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