Heads of Terms · for the shareholders' agreement
The Talking Arts Ltd
Partnership & Equity Summary · 23 Idimu Road, Ikotun, Lagos
This is a plain-language summary of the agreed partnership between the two owners of The Talking Arts, to be formalized by a solicitor into the company's CAC incorporation as a Limited Company and its shareholders' agreement. It records who owns what, who does what, and how the equity is earned.
The owners
Salami Rahmon Anuoluwapo
Founder · Operations & Production Partner
70%
Kingsley Olukanni
Growth & Digital Partner
30%
The company is registered as a Private Limited Company (Ltd). Both owners are listed on the CAC share register at the percentages above and are named directors. Kingsley is registered as a Nigerian citizen (Nigerian passport), so the company is fully Nigerian-owned and the higher foreign-participation share-capital requirement does not apply.
Who does what
Salami · Operations & Production
- Print production and craft (skills and machines)
- Day-to-day shop, staff, fulfillment and quality
- In-shop customer service
- The premises and the existing business
Kingsley · Growth & Digital
- The digital arm: website, online ordering, WhatsApp and Paystack checkout
- The growth engine: marketing, weekly content, social, Google Business
- Business systems: pricing structure and bookkeeping
- New revenue lines (caps, mugs, vinyl) and B2B accounts
- Technology and security of the digital and payment systems
- Strategic direction of the scaling side of the business
How the 30% is earned (vesting)
Kingsley's 30% vests over three years against delivering the Growth & Digital responsibilities above (by time, or against agreed milestones). If he exits before the equity has vested, the company may buy back the unvested portion at nominal value. This protects both sides: Kingsley cannot be removed after building the digital engine, and Salami is assured the equity is earned through sustained work, not granted for a signature.
Key terms for the solicitor to formalize
- Intellectual propertyThe website, systems, and digital brand assets built for the company are owned by the company.
- Reserved decisionsMajor matters (large spending, taking on debt, selling the business) require both owners' agreement.
- Share transfersNeither owner sells shares without first offering them to the other (right of first refusal).
- Exit and valuationA clear method to value and buy out a departing owner.
- Profit policyHow and when profits are distributed versus reinvested.
- DeadlockA fair process if the owners cannot agree.
Salami Rahmon Anuoluwapo · date
This document is a heads-of-terms summary of intent, not the final legal agreement. It is intended to brief the solicitor who will prepare the CAC incorporation and the binding shareholders' agreement, and to confirm both owners share the same understanding before that work begins.