From co-founder equity to SAFEs, seed rounds and scale.

In the earliest days of a startup, co-founders naturally focus on product velocity and customer discovery. Yet the single most common cause of early-stage company failure—outside of market fit—is a co-founder dispute where equity was allocated outright on day one. Under the Companies and Allied Matters Act 2020 (CAMA 2020), once shares are allotted and registered at the Corporate Affairs Commission (CAC), a shareholder holds statutory rights that cannot simply be erased because they stopped contributing to the codebase or commercial operations.

To protect both the company and the remaining founders, equity must be earned over time. We implement structured Founders’ Agreements paired with bespoke Articles of Association that establish a standard four-year vesting cycle with a twelve-month cliff. If a co-founder departs before the twelve-month cliff, their unvested shares are subject to compulsory transfer or buyback at nominal value. After the cliff, equity vests monthly or quarterly, with clear distinctions between "Good Leaver" scenarios (such as disability or mutual transition) and "Bad Leaver" events (such as breach of fiduciary duty, fraud or competing with the company).

Beyond vesting, founder alignment requires clear decision-making thresholds. We define which operational decisions the CEO can make autonomously, which matters require a majority of the board of directors, and which fundamental actions—such as issuing new shares, taking on venture debt or selling key intellectual property—require special shareholder consent.

During seed and Series A due diligence, investor counsel will ask one foundational question: can the company prove an unbroken chain of title to every line of software code, algorithm, UI design and trademark it uses? Under Nigerian copyright and contract principles, paying an independent software developer, UI/UX freelancer or external dev shop does not automatically transfer copyright ownership of the underlying source code to your company unless there is a signed written assignment.

Many startups begin before formal incorporation, with founders and freelance engineers building the MVP using personal accounts. At incorporation, that pre-existing intellectual property remains the personal property of the individuals unless formally assigned to the corporate entity via an Intellectual Property Assignment Deed. Without this deed, a disgruntled former developer or departing co-founder can assert ownership claims just as your fundraising round is announced.

Our IP and technology team conducts pre-fundraising IP audits, prepares retroactive Confirmatory IP Assignment Deeds for all founders and contractors, registers core brand names and logos with the Nigerian Trademarks, Patents and Designs Registry across relevant Nice Classification classes, and structures open-source software (OSS) policies so copyleft licences do not contaminate proprietary code.

African startups frequently raise capital from a mix of local angel networks, pan-African venture funds and global accelerators based in the United States or Europe. Structuring this capital efficiently requires bridging international venture instruments—such as the Y Combinator Post-Money SAFE—with Nigerian corporate, tax and foreign exchange realities.

When an international investor wires funds into a Nigerian operating company, or when a Delaware Parent HoldCo capitalises its wholly owned Nigerian subsidiary, the inflow must be properly documented through an Authorised Dealer (commercial bank) to obtain an electronic Certificate of Capital Importation (eCCI). An eCCI is the legal key that guarantees unconditional access to the official Nigerian foreign exchange market for future repatriation of dividends, interest and capital upon exit.

When institutional investors require a foreign holding structure (commonly a Delaware C-Corp or UK Ltd), we work alongside foreign counsel to structure the "flip" cleanly—ensuring Nigerian shareholders exchange their local shares properly, intercompany service and IP licensing agreements comply with transfer pricing and NOTAP guidelines, and the Nigerian operating entity remains fully compliant with NIPC business registration requirements where foreign participation is introduced.

Many of Nigeria’s highest-growth startups operate in or adjacent to regulated sectors: fintech, payments, embedded credit, wealthtech, healthtech, logistics and digital marketplaces. Launching a product without mapping where your feature set touches the regulatory perimeter of the Central Bank of Nigeria (CBN), the Securities and Exchange Commission (SEC) or the Federal Competition and Consumer Protection Commission (FCCPC) can result in frozen bank accounts or forced product shutdowns.

Even when a startup partners with a licensed financial institution or payment service bank (PSB) to go to market faster, the underlying BaaS (Banking-as-a-Service) or agency agreement must clearly allocate regulatory responsibility, settlement flows, KYB/KYC obligations and indemnity caps. We help founders distinguish between activities they can perform directly as a technology vendor and activities that require a direct licence or a compliant partnership wrapper.

Simultaneously, every digital platform handling personal data of Nigerian residents must comply with the Nigeria Data Protection Act (NDPA) 2023 supervised by the Nigeria Data Protection Commission (NDPC). Enterprise customers and institutional VCs routinely require proof of NDPA compliance, lawful bases for processing, cross-border data transfer safeguards and Data Processing Agreements (DPAs) before signing commercial contracts.

As your startup transitions from founder-led sales to a repeatable commercial engine, legal friction in enterprise procurement can stretch sales cycles from weeks into quarters. Large corporate customers in banking, telecoms, oil and gas, and FMCG will push their standard procurement templates—often containing unlimited liability clauses, unilateral termination for convenience, 90-day payment cycles and broad IP grabs over custom integrations.

We equip your revenue team with a balanced, commercial B2B Contract Playbook: Master SaaS Agreements, Order Forms, Service Level Agreements (SLAs) and fallback clause positions on liability caps (typically tied to 12 months of fees paid), intellectual property retention and payment milestones. Your team knows exactly which redlines they can accept on the spot and which clauses require legal escalation.

On the talent side, attracting senior engineering and product leadership requires credible equity incentives. We design Employee Share Option Plans (ESOPs) and Phantom Share Schemes tailored for Nigerian and distributed teams—complete with clear grant letters, exercise triggers, tax-aware structuring and board administration rules.