The Deed of Assignment of Shares is a fundamental document in Nigerian corporate practice, used when transferring ownership of shares between parties. This deed is particularly important in mergers, acquisitions, corporate restructuring, and investment scenarios. It must comply with the Companies and Allied Matters Act (CAMA) 2020 and other relevant Nigerian legislation, including stamping requirements under the Stamp Duties Act. The document typically includes details of the parties, share specifications, consideration amount, warranties, and completion requirements. It serves as conclusive evidence of the transfer and must be properly executed, stamped, and registered with relevant authorities. The deed is essential for maintaining proper corporate records and ensuring legal compliance in share transfers within the Nigerian jurisdiction.
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1. Parties: Identification of the Assignor (current shareholder), Assignee (new shareholder), and the Company whose shares are being transferred
2. Background: Recitals explaining the context of the share transfer, including details of the Company and the Assignor's current shareholding
3. Definitions: Definitions of key terms used throughout the deed
4. Agreement to Assign: The operative clause containing the agreement to transfer the shares
5. Consideration: Details of the payment or other consideration for the share transfer
6. Completion: Specifics of when and how the transfer will be completed, including delivery of share certificates and payment arrangements
7. Assignor's Warranties: Warranties regarding ownership, authority to transfer, and absence of encumbrances on the shares
8. Further Assurance: Commitment to take any additional actions necessary to effect the transfer
9. Governing Law: Specification that Nigerian law governs the deed
10. Execution: Formal execution blocks for signing as a deed
1. Regulatory Compliance: Required when the transfer needs specific regulatory approvals or notifications
2. Third Party Consents: Needed when the Company's articles or shareholders' agreement require other shareholders' or directors' consent
3. Tax Indemnity: Used when specific tax arrangements or indemnities are required between the parties
4. Non-Competition: Added when the Assignor needs to be restricted from competing activities
5. Confidentiality: Included when specific confidentiality obligations are required beyond standard duties
6. Power of Attorney: Required when one party needs authority to execute additional documents on behalf of the other
1. Schedule 1 - Details of the Shares: Detailed description of the shares being transferred, including share certificate numbers and class of shares
2. Schedule 2 - Company Information: Key details about the Company, including registration number, registered office, and share capital structure
3. Schedule 3 - Completion Requirements: List of documents to be delivered and actions to be taken at completion
4. Schedule 4 - Form of Stock Transfer Form: The statutory form required for share transfer in Nigeria
5. Appendix A - Board Resolution: Copy of board resolution approving the transfer (if required)
6. Appendix B - Regulatory Approvals: Copies of any required regulatory approvals or consents
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