Transferring shares to a trustee corporation (xx) in Beirut involves several legal and procedural steps.
A trustee corporation, also known as a corporate trustee, is a company that is specifically formed to act
as a trustee for various purposes, including managing assets, such as shares, on behalf of beneficiaries. A
general outline of the process is as follows:
1. **Identify the Trustee Corporation**: The settlor (the person transferring the shares) must first
identify a suitable trustee corporation that meets the legal requirements in Nigeria. The trustee
corporation should be duly registered and authorized to act as a trustee as per the SEC rules.
2. **Draft a Trust Deed**: A trust deed is a legal document that outlines the terms and conditions
of the trust, including the powers and duties of the trustee corporation. The settlor, with the
help of legal professionals, drafts a trust deed that specifically includes the transfer of shares to
the trustee corporation.
3. **Transfer of Shares**: The settlor, if not restricted by the articles of the company, needs to
transfer the shares to the trustee corporation as per the terms mentioned in the trust deed. This
usually involves executing share transfer instruments (which may be contract of sale, deed of
gift** etc) and except expressly provided provided, shall be without restriction. 175 (1) CAMA
2020.
Additionally, 175(2) provides that unless the instrument of transfer is delivered to the Company,
it would not be lawful for the company to register such transfer of shares. Further, there are
specific procedures for the transfer of shares since the settlor would be transferring all his shares
to one entity.
The transferor delivers to the transferee (the trustee) an instrument of transfer duly executed
together with the share certificate. The purchaser executes the transfer and sends the transfer
instrument together with the share certificate to the Company for registration. Upon
registration, a new share certificate is issued to the transferee and his name entered into the
register of members.
It should be noted that a company MAY refuse to recognize the instrument if transfer unless
(a) a fee, as the company may determine, is paid to the company in respect of the instrument;
(b) the instrument of transfer is accompanied by the certificate of the shares to which it relates
and such other evidence as the directors may reasonably require to show the right of the
transferor to make the transfer; and
© the instrument of transfer is in respect of only one class of shares.
