Shareholders' Agreement & Corporate Agreement Lawyers in Lagos & Abuja

Most disputes between co-owners, and most problems that surface in due diligence, come from the documents that govern ownership. A company's articles of association set out its basic constitution, but they are a public document and often generic. The agreements between founders, shareholders and investors decide the matters that really count: who controls key decisions, how new money comes in, how shares can be sold and what happens when someone wants to leave.

We prepare and negotiate shareholders' agreements and the other corporate and startup agreements that sit alongside them, for founders, family businesses, private equity and venture capital investors, strategic buyers and joint venture partners. Every document is drafted to work with the articles and the Companies and Allied Matters Act 2020 (CAMA 2020), so that it can be enforced when it matters.

Agreements we draft and negotiate

Shareholders' agreements

A shareholders' agreement is a private contract between the shareholders that deals with the matters that most often cause disputes. Typical provisions include:

• Board composition: each shareholder's right to appoint directors
• Reserved matters: decisions requiring the approval of all or a specified majority of shareholders, such as new share issues, borrowing, acquisitions and changes to the business
• Pre-emption rights: rights of existing shareholders to buy new or transferred shares before they are offered to outsiders
• Tag-along and drag-along rights: protecting minorities on a sale and enabling a majority to deliver a clean exit
• Good leaver and bad leaver provisions: what happens to a founder's or employee's shares when they leave
• Deadlock: escalation, mediation and buy-sell mechanisms such as Russian roulette and shotgun clauses
• Dividend policy and funding obligations, including shareholder loans
• Non-compete, non-solicitation and confidentiality
• Information rights for investors
• Dispute resolution and governing law

Shareholders' agreements are used by co-founders, families sharing ownership of a business, companies with employee shareholders and partners in a joint venture company.

Founders' agreements

Before a startup raises money, its founders should agree how equity is split, how shares vest, who does what, and what happens if a founder leaves. A founders' agreement records these terms while relationships are good and confirms that all intellectual property belongs to the company. Investors routinely ask for both. See our dedicated founders' agreements service.

Investment agreements

An investment agreement sets the terms on which an investor puts money into a company, whether a private equity fund, a strategic investor, a development finance institution or an angel. It usually covers:

• the amount and form of the investment, whether shares, preference shares, convertible instruments or a combination
• conditions precedent, such as regulatory approvals, due diligence findings and corporate approvals
• warranties from the company and, often, its founders or principal shareholders
• use of proceeds and business plan commitments
• investor protections, including board seats, veto rights, anti-dilution and liquidation preferences
• exit rights, such as put options, drag-along rights and an agreed route to a sale or listing

In smaller transactions the investment terms sit in the share subscription agreement. In larger deals there is a separate investment agreement, with the ongoing relationship governed by the shareholders' agreement. Venture rounds usually start with a term sheet; see also our venture capital fundraising service.

Share subscription agreements

A share subscription agreement governs the issue of new shares by a company to an investor in exchange for cash or other consideration. The money goes to the company, not to the existing shareholders. We draft and negotiate the subscription price and number of shares, closing conditions, warranties, and the investor's rights after closing.

Under Nigerian law a share issue also requires:

• board and shareholder resolutions authorising the allotment and, where needed, an increase in issued share capital
• waivers of pre-emption rights by existing shareholders where the articles or CAMA 2020 give them
• amendments to the articles of association to reflect new share classes or investor rights
• filing of the return of allotment with the Corporate Affairs Commission and payment of stamp duties
• for foreign investors, importing the funds through a Nigerian bank and obtaining a Certificate of Capital Importation, which supports the later repatriation of dividends and sale proceeds

Share purchase agreements

A share purchase agreement (SPA) governs the sale of existing shares by a shareholder to a buyer. The money goes to the seller, and the buyer takes the company with its history, liabilities and contracts. Key terms include:

• Price and payment: fixed price, locked box or completion accounts, deferred consideration and earn-outs
• Conditions precedent: regulatory consents, merger control approval by the Federal Competition and Consumer Protection Commission where thresholds are met, and third-party consents
• Warranties and indemnities: the seller's statements about the company, limited by a disclosure letter, with caps, thresholds and time limits on claims
• Restrictive covenants: non-compete and non-solicitation undertakings from the seller
• Completion: delivery of share transfer forms, resignations and appointments of directors, and updating the register of members and CAC records

Private companies must restrict the transfer of their shares, so we check the articles and any shareholders' agreement for pre-emption rights and consent requirements before signing. Gains on the disposal of shares may also be taxable following the 2026 tax reforms, so we coordinate with our tax advisory team on structure. Share purchases usually follow corporate due diligence, and larger acquisitions are handled by our mergers and acquisitions team.

Other corporate and startup agreements

• SAFEs and convertible notes for early-stage and bridge financing
• Joint venture agreements between local and foreign partners
• ESOP plans and option agreements for employees and advisers
• Share transfer agreements and instruments of transfer between existing shareholders
• Put and call option agreements
• Shareholder loan agreements
• Deeds of adherence for new shareholders joining an existing agreement
• Disclosure letters, side letters and escrow agreements
• Partnership and limited liability partnership agreements
• Board and shareholder resolutions to approve each transaction

Aligning the agreements with the articles

A shareholders' or investment agreement binds only the people who sign it. The articles of association bind the company and every shareholder, including future ones. Where provisions such as transfer restrictions, pre-emption rights, share class rights or leaver terms must bind the company or new shareholders, we amend the articles to reflect them, so that the documents work together and can be enforced.

How we help

• advising on the right structure for the deal, the investment or the relationship
• reviewing term sheets and agreements prepared by the other side
• drafting and negotiating agreements that protect your position without stalling the deal
• handling resolutions, CAC filings, stamp duties and capital importation to close the transaction
• updating agreements and articles as new investors come in

Our corporate and commercial lawyers in Lagos and Abuja act for companies, founders and investors. If co-owners are already in dispute, our shareholder dispute team can help. To discuss an agreement, contact us.