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
Digital, Finance & Strategy 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)
- The product range, including the merch lines (caps, mugs, vinyl)
- Day-to-day shop, staff, fulfillment and quality
- In-shop customer service, and the paid social lead's day-to-day content
- The premises and the existing business
Kingsley · Digital, Finance & Strategy
- The digital arm: website, online ordering, WhatsApp and Paystack checkout
- Funding the business: the equipment, the CAC registration, and the social lead's pay
- Technology and security of the digital and payment systems
- The Pejji funnel: routing website clients through the shop
- Growth and strategic direction (day-to-day content is run by the paid social lead)
How the 30% is earned (vesting)
Kingsley's 30% reflects two things: the capital he puts in (funding the equipment, the registration, and the social lead) and his ongoing Digital, Finance and Strategy work. The work portion vests over three years (by time or agreed milestones); his contributed capital is documented and protected separately, either credited toward his equity or repayable, per the agreement. This protects both sides: Kingsley cannot be removed after funding the shop and building the digital engine, and Salami is assured the work-equity is earned through sustained delivery, not granted for a signature.
Key terms for the solicitor to formalize
- Capital contributionsKingsley's funding (equipment, the registration, the social lead's pay, and other operating costs) is tracked, and the agreement records whether each amount counts toward his equity or is repayable by the company.
- 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.