Share Purchase Agreement (Nigeria)
SHARE PURCHASE AGREEMENT
Companies and Allied Matters Act 2020 (CAMA 2020) | Federal Competition and Consumer Protection Act 2018
THIS SHARE PURCHASE AGREEMENT is made this [Date of Agreement]
BETWEEN:
(1) [Seller Name] of [Seller Address] (hereinafter referred to as the "Seller"); AND
(2) [Buyer Name] of [Buyer Address] (hereinafter referred to as the "Buyer").
The parties acknowledge that [Target Company Name] (RC: [Target Company RC]) is the target company (the "Company") whose shares are the subject of this Agreement.
1. SALE AND PURCHASE OF SHARES
1.1 Subject to the terms and conditions of this Agreement, the Seller agrees to sell and transfer to the Buyer, and the Buyer agrees to purchase from the Seller, [Number of Shares] [Share Class] in the Company, representing [Percentage Sold] of the total issued share capital (the "Sale Shares"), free from all encumbrances.
1.2 The total purchase price for the Sale Shares is [Purchase Price] (the "Purchase Price"), payable as follows: [Payment Mechanism].
2. CONDITIONS PRECEDENT
2.1 Completion of the sale and purchase of the Sale Shares is conditional upon the satisfaction or waiver of the following conditions: [Regulatory Approvals].
2.2 If any condition is not satisfied or waived by the longstop date agreed by the Parties, either Party may terminate this Agreement by written notice to the other Party.
3. COMPLETION
3.1 Completion shall take place on [Completion Date] or such other date as the Parties may agree in writing.
3.2 At Completion, the Seller shall deliver to the Buyer: (a) the original share certificates for the Sale Shares; (b) duly executed stock transfer forms; (c) a certified extract of the board resolution approving the transfer; and (d) the updated register of members reflecting the Buyer as shareholder.
3.3 The Buyer shall pay the Purchase Price to the Seller's nominated bank account on the Completion date.
3.4 Following Completion, the Company shall file the relevant transfer documentation with the Corporate Affairs Commission (CAC) and register the Buyer in the register of members and register of beneficial owners under Section 119 of CAMA 2020.
4. SELLER'S WARRANTIES
4.1 The Seller warrants to the Buyer that: (a) the Seller is the registered and beneficial owner of the Sale Shares, free from encumbrances; (b) the Seller has full power and authority to sell the Sale Shares; (c) the Sale Shares are fully paid up; (d) the Company is duly incorporated under CAMA 2020; (e) the Company's financial statements have been prepared in accordance with IFRS as adopted by the Financial Reporting Council of Nigeria (FRC); and (f) the Company has complied with all applicable tax obligations to FIRS and applicable state revenue authorities.
4.2 The Seller's liability for warranty claims is limited to the Purchase Price. Warranty claims must be notified in writing to the Seller within [Warranty Period] months of the Completion date.
5. POST-COMPLETION COVENANTS
5.1 For a period of [Non-Compete Period] months after the Completion date, the Seller shall not, directly or indirectly, carry on or be engaged in any business that competes with the business of the Company as conducted at Completion, within Nigeria.
5.2 The Seller shall not, for the same period, solicit or entice away any employee, customer, or supplier of the Company.
6. GOVERNING LAW AND DISPUTE RESOLUTION
6.1 This Agreement is governed by the laws of Nigeria and the laws of [Governing State] State.
6.2 Any dispute arising from this Agreement shall be referred to arbitration under the Arbitration and Conciliation Act (Cap A18, LFN 2004) or the Lagos Court of Arbitration (LCA) rules.
Seller (Authorised Signatory)
________________
Signature
Buyer (Authorised Signatory)
________________
Signature
Witness
________________
Signature
What Is a Share Purchase Agreement (Nigeria)?
A Share Purchase Agreement in Nigeria governs the sale and transfer of property between buyer and seller and the obligations of each.
The SPA is the principal transaction document in a private M&A transaction in Nigeria. Unlike an asset purchase, where specific assets and liabilities are transferred, a share purchase transfers the entire legal and beneficial ownership of the shares, with the company continuing to own all its assets and liabilities. The buyer acquires the company's regulatory licences, contracts, and permits — but also assumes its historical liabilities, making due diligence and thorough warranties critical elements of any Nigerian SPA.
The Corporate Affairs Commission (CAC), established under Section 1 of CAMA 2020, must be notified of any change in the beneficial ownership of shares in a Nigerian company through the filing of CAC Form CAC 7 (annual return, reflecting updated register of members) and, where applicable, Form CAC 2.1A (return of transfer). CAMA 2020 introduced significant reforms to share transfer procedures, including the removal of the requirement for the company secretary to certify the share transfer form in certain circumstances.
For transactions in regulated industries — including banking (regulated by the CBN), insurance (NAICOM), pensions (PenCom), telecommunications (NCC), and oil and gas (DPR/NUPRC) — prior regulatory consent or notification is required before the share transfer can be effected. The Federal Competition and Consumer Protection Commission (FCCPC) must be notified of mergers and acquisitions that exceed the threshold set in the Federal Competition and Consumer Protection Act 2018 (FCCPA 2018). Failure to notify the FCCPC of a notifiable merger is an offence under Section 94 of the FCCPA 2018.
The legal framework governing the Share Purchase Agreement (Nigeria) in Nigeria draws on several key statutes and regulatory bodies. Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Parties executing a Share Purchase Agreement (Nigeria) in Nigeria should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Companies and Allied Matters Act (CAMA) 2020 sets the foundational requirements.
When Do You Need a Share Purchase Agreement (Nigeria)?
A Share Purchase Agreement in Nigeria is needed whenever one party acquires a shareholding in a Nigerian company from an existing shareholder, whether in a full buyout or a partial acquisition.
A Share Purchase Agreement is required when a private equity fund, strategic investor, or individual acquires a majority stake in a Nigerian private limited liability company (Ltd) as part of a buyout or growth equity transaction. The SPA records the purchase price, representations and warranties, and completion mechanism.
A Share Purchase Agreement is needed when a foreign investor acquires shares in a Nigerian company and wishes to invest capital through the official banking channels to obtain a Certificate of Capital Importation (CCI) from a Nigerian bank under the Foreign Exchange (Monitoring and Miscellaneous Provisions) Act 1995, which enables future repatriation of dividends and proceeds.
A Share Purchase Agreement is required when co-founders, shareholders, or partners in a Nigerian company wish to exit or restructure ownership — for example, following a dispute, the exercise of a drag-along or tag-along right under a shareholders' agreement, or the retirement of a founding director.
A Share Purchase Agreement is needed in a corporate group restructuring where shares in a Nigerian subsidiary are transferred between group companies, triggering notifications to the Corporate Affairs Commission (CAC) and, in regulated sectors, to the relevant regulator (CBN, NCC, or DPR).
A Share Purchase Agreement is required when a management buyout (MBO) is structured, with the management team of a Nigerian company acquiring the shares from the original investors or founders, typically with used financing from a Nigerian commercial bank or development finance institution such as the Bank of Industry (BOI).
Parties in Nigeria should prepare a Share Purchase Agreement (Nigeria) proactively rather than waiting for a dispute to arise. Courts interpret agreements based on the written terms rather than oral representations. Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Where the transaction involves regulated activities, prior approval from the relevant authority may be required before execution.
What to Include in Your Share Purchase Agreement (Nigeria)
A valid Nigeria Share Purchase Agreement must contain the following essential elements to govern the acquisition of shares in a Nigerian company effectively.
Parties: Full legal names, CAMA 2020 RC numbers for companies, and addresses of the seller(s), buyer(s), and the target company. For multiple sellers, a completion schedule listing each seller's shares and consideration portion should be attached.
Shares being sold: Precise identification of the shares — number, class, nominal value, share certificate numbers — and the resulting percentage of the total issued share capital of the target company that the buyer will own post-completion.
Purchase price: The total consideration in Nigerian Naira (NGN) or approved foreign currency, the payment mechanism (cash, loan note, deferred consideration, or a mix), and the basis of any price adjustment mechanism (locked box or completion accounts).
Conditions precedent: All conditions that must be satisfied or waived before completion — including regulatory approvals (FCCPC notification under the FCCPA 2018, sector-specific approvals), third-party consents, and CAC pre-approval for change of beneficial ownership.
Representations and warranties: Thorough warranties by the seller about the target company covering: title to shares (free from encumbrances), corporate existence and authority under CAMA 2020, financial statements prepared in accordance with the Financial Reporting Council of Nigeria (FRC) standards, compliance with tax obligations under the Companies Income Tax Act (CITA) and the Personal Income Tax Act 2011, material contracts, litigation, employment matters, and regulatory licences.
Indemnities: Specific indemnities for known tax exposures and pre-completion liabilities identified in due diligence.
Completion mechanics: The date, place, and actions to be taken at completion — including delivery of share certificates, signed transfer forms, board resolutions, resignations of outgoing directors, and the register of members updated to reflect the buyer as the new shareholder.
Post-completion covenants: Seller's non-compete, non-solicitation, and non-hire obligations following completion, subject to Nigerian common law principles on restraint of trade.
Governing law: Nigerian law, with disputes referred to arbitration under the Lagos Court of Arbitration (LCA) rules or the Arbitration and Conciliation Act (Cap A18, LFN 2004).
Additional compliance elements for a Share Purchase Agreement (Nigeria) used in Nigeria include: Under Nigerian law, the Companies and Allied Matters Act 2020 (CAMA) regulates corporate entities through the Corporate Affairs Commission (CAC). The Labour Act (Cap L1 LFN 2004) and the National Industrial Court of Nigeria (NICN) govern employment disputes. The Nigeria Data Protection Regulation (NDPR) 2019 and the Nigeria Data Protection Commission (NDPC) protect personal data. The Federal Inland Revenue Service (FIRS) administers tax obligations under the Companies Income Tax Act. The Federal High Court and state High Courts have jurisdiction over civil matters. Forms-legal.com provides this template as a starting point for Nigeria-compliant documentation.
Cite this page
Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Share Purchase Agreement (Nigeria) (Nigeria) [Legal document template]. Forms Legal. https://forms-legal.com/nigeria/business/corporate/share-purchase-agreement-nigeria
"Share Purchase Agreement (Nigeria) (Nigeria)." Forms Legal, 2026, https://forms-legal.com/nigeria/business/corporate/share-purchase-agreement-nigeria.
@misc{formslegal-share-purchase-agreement-nigeria,
author = {{Forms Legal}},
title = {Share Purchase Agreement (Nigeria) (Nigeria)},
year = {2026},
howpublished = {\url{https://forms-legal.com/nigeria/business/corporate/share-purchase-agreement-nigeria}},
note = {Free legal document template. Based on Companies and Allied Matters Act (CAMA) 2020}
}
Frequently Asked Questions
The regulatory approvals required for a share purchase in Nigeria depend on the sector in which the target company operates. For transactions that meet the merger notification threshold under the Federal Competition and Consumer Protection Act 2018 (FCCPA 2018) — currently set by the FCCPC at a combined annual turnover of NGN 1 billion or more — prior notification to and approval from the Federal Competition and Consumer Protection Commission (FCCPC) is mandatory before completion. In regulated sectors, additional approvals are required: Central Bank of Nigeria (CBN) approval for acquisitions of 5% or more of shares in a bank; National Insurance Commission (NAICOM) approval for insurance companies; National Pension Commission (PenCom) for pension fund administrators; Nigerian Communications Commission (NCC) for telecoms; and the Nigerian Upstream Petroleum Regulatory Commission (NUPRC) for oil and gas companies. The Corporate Affairs Commission (CAC) must be notified of the change in beneficial ownership through updated filings under CAMA 2020.
A share transfer in Nigeria is executed by completing a stock transfer form (often CAC Form CAC 2.1A or a customised form) signed by the seller (transferor), presenting it to the company, and having the directors approve the transfer in accordance with the company's Articles of Association. Under CAMA 2020, the company must register the transfer within 2 months of presentation under Section 175 of CAMA 2020. At completion of the Share Purchase Agreement, the seller delivers the original share certificates and signed transfer forms to the buyer; the board passes a resolution approving the transfer; the company secretary updates the register of members; new share certificates are issued to the buyer within 60 days under Section 153 of CAMA 2020; and the company files an updated annual return reflecting the change of membership at the CAC. Stamp duty of 0.075% of the consideration is payable on the transfer instrument under the Finance Act 2020.
A seller in a Nigerian Share Purchase Agreement should give warranties covering the following key areas: (1) title — that the seller is the registered and beneficial owner of the shares, free from encumbrances; (2) capacity — that the seller has the legal authority to sell under CAMA 2020 and the company's Articles of Association; (3) the target company's financial statements, prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the Financial Reporting Council of Nigeria (FRC), being true and fair; (4) tax compliance — that all taxes (CIT under CITA, VAT, PAYE, WHT) have been duly paid and returns filed with the Federal Inland Revenue Service (FIRS) and relevant state revenue authorities; (5) material contracts are in full force and effect and no material breach exists; (6) all regulatory licences are valid and subsisting; (7) employment — no outstanding claims before the National Industrial Court of Nigeria (NICN); and (8) litigation — no pending or threatened legal proceedings. Warranties are backed by the seller's obligation to indemnify the buyer for losses resulting from warranty breaches.
FCCPC approval under the Federal Competition and Consumer Protection Act 2018 (FCCPA 2018) is not required for all share purchases — only those that constitute a 'merger' as defined in Section 92 of the FCCPA 2018 and that meet the notification threshold set by the Federal Competition and Consumer Protection Commission (FCCPC). The FCCPC has issued merger notification guidelines specifying that transactions involving parties with a combined annual turnover or assets above NGN 1 billion in Nigeria require mandatory pre-merger notification. Transactions below the threshold may still be voluntarily notified. The FCCPC has 120 working days to review a notifiable merger from receipt of a complete filing and may approve, conditionally approve, or prohibit the transaction. Completing a notifiable merger without FCCPC approval is an offence under Section 94 of the FCCPA 2018, with penalties including fines and orders to unwind the transaction.
A non-Nigerian (foreign national or foreign company) can acquire shares in most Nigerian companies under the Nigerian Investment Promotion Commission (NIPC) Act 1995, which guarantees the right of foreign investors to participate in all sectors of the Nigerian economy except those on the Negative List. The Negative List includes production of arms and ammunition, narcotics, and a small number of other prohibited activities. Foreign investors who bring investment capital through official banking channels must obtain a Certificate of Capital Importation (CCI) from a Nigerian commercial bank under the Central Bank of Nigeria (CBN) Foreign Exchange Manual. The CCI entitles the foreign investor to repatriate dividends, interest, and disposal proceeds without restriction. In certain regulated sectors, the CBN, NAICOM, NCC, or NUPRC impose limits on foreign shareholding — for example, the CBN limits foreign ownership of Nigerian banks to 10% by any single foreign investor without CBN approval for a higher threshold.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
Found an error? Let us knowRelated Documents
You may also find these documents useful:
Shareholders Agreement (Nigeria)
A Shareholders Agreement for Nigeria that governs the relationship between shareholders of a private limited liability company, covering voting rights, dividend policy, pre-emption rights, drag-along, tag-along, and dispute resolution under the Companies and Allied Matters Act 2020 (CAMA 2020).
Share Subscription Agreement (Nigeria)
A Share Subscription Agreement for Nigeria under which an investor subscribes for newly issued shares in a Nigerian company, setting out subscription price, representations, conditions precedent, and CAC filing obligations under the Companies and Allied Matters Act 2020 (CAMA 2020).
Share Transfer Form (Nigeria)
A Share Transfer Form for Nigeria documenting the transfer of shares from one shareholder (transferor) to another (transferee) in a private limited company, compliant with the Companies and Allied Matters Act 2020 (CAMA 2020) and stamp duty requirements.