Share Transfer Form - Template, Sample Form to Fill out

INSTRUMENT OF SHARE TRANSFER

(Made pursuant to Sections 175 and 176 of the Companies and Allied Matters Act, 2020)

THIS INSTRUMENT OF SHARE TRANSFER is made on the ________.

BETWEEN

________, holding the relevant shares hereinafter described in his/her/its own right, of the following address:

________

(hereinafter referred to as the "Transferor", which expression shall where the context so admits include his/her/its heirs, personal representatives, successors-in-title and permitted assigns) of the one part;

AND

________, of the following address:

________

(hereinafter referred to as the "Transferee", which expression shall where the context so admits include his/her/its heirs, personal representatives, successors-in-title and permitted assigns) of the other part.

(The Transferor and the Transferee are hereinafter together referred to as the "Parties" and individually as a "Party".)

WHEREAS:

1. ________ (the "Company") is a company duly incorporated under the laws of the Federal Republic of Nigeria with Registration Number (RC) ________, having its registered office at ________.
2. The Transferor is the registered holder of ________ ordinary shares of ₦________ (________) each in the share capital of the Company, fully paid up and free from all liens, charges and encumbrances.
3. The Transferor has agreed to transfer, and the Transferee has agreed to accept, the shares described in §1 below upon the terms set out herein, and the transfer is made in accordance with the Articles of Association of the Company and the Companies and Allied Matters Act, 2020.

NOW THIS INSTRUMENT WITNESSES AS FOLLOWS:

§1. TRANSFER OF SHARES

In consideration of the sum of ₦________ (________) paid to the Transferor by the Transferee (the receipt and sufficiency whereof the Transferor hereby acknowledges), the Transferor hereby transfers and assigns to the Transferee ________ ordinary shares of ₦________ (________) each in the share capital of the Company (the "Shares"), TO HOLD unto the Transferee, its successors-in-title and assigns, subject to the same terms and conditions upon which the Transferor held the same immediately before the execution of this Instrument; and the Transferee hereby agrees to accept and take the said Shares subject to the said terms and conditions.

§2. TRANSFEROR'S WARRANTIES

The Transferor warrants and represents to the Transferee that:

1. he/she/it is the sole legal and beneficial owner of the Shares and has full right, power and authority to transfer the Shares;
2. the Shares are fully paid up and are free from all mortgages, charges, liens, pledges, options, equities and other encumbrances of any nature whatsoever;
3. the transfer of the Shares is in compliance with the Articles of Association of the Company, including any pre-emption rights, all necessary consents and approvals having been obtained; and
4. there is no agreement, arrangement or obligation requiring the creation of any encumbrance over the Shares.

§3. TRANSFEREE'S COVENANT

The Transferee covenants to be bound by the Memorandum and Articles of Association of the Company and to assume all rights, liabilities and obligations attaching to the Shares with effect from the date of registration of this transfer in the Register of Members of the Company.

§4. REGISTRATION AND STAMPING

1. This Instrument shall be presented for stamping in accordance with the Stamp Duties Act (Cap. S8, Laws of the Federation of Nigeria 2004, as amended) and the applicable stamp duty shall be borne by ________.
2. The Company shall, upon receipt of this duly stamped Instrument together with the relevant share certificate(s), register the transfer in the Register of Members, issue a new share certificate to the Transferee, and effect the requisite filing of the return of allotment/notice of change in particulars with the Corporate Affairs Commission pursuant to the Companies and Allied Matters Act, 2020.

§5. FURTHER ASSURANCE

Each Party shall, at the request and cost of the requesting Party, execute and deliver all such further documents and do all such further acts as may reasonably be required to give full effect to this Instrument and to vest the Shares in the Transferee.

§6. GOVERNING LAW AND DISPUTE RESOLUTION

1. This Instrument shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
2. Any dispute arising out of or in connection with this Instrument shall first be referred to amicable settlement, and failing such settlement within thirty (30) days, shall be finally resolved by the courts of competent jurisdiction sitting in ________.

IN WITNESS WHEREOF the Parties have executed this Instrument of Share Transfer in the manner hereinafter appearing the day and year first above written.

SIGNED, SEALED AND DELIVERED by the within named Transferor:

_________________________

________

In the presence of:

Name: ________

Address: ________

Occupation: ________

Signature: ............................................................

SIGNED, SEALED AND DELIVERED by the within named Transferee:

_________________________

________

In the presence of:

Name: ________

Address: ________

Occupation: ________

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