AI agents for business finance: what they can and can't do
What AI agents can do in bookkeeping, close, collections and compliance today, where a person must stay in charge, and how to judge a product.
The short answer
There is no legal right amount: what matters is where the partner's stake sits against the voting lines in CAMA 2020. Under 25% leaves you able to pass special resolutions (which need three quarters of votes) on your own; once a partner holds more than 25% they can block them, and above 50% they control ordinary resolutions, including removing directors. Pair any stake with a shareholders' agreement, vesting and reserved matters.
Start with the voting lines, not the percentage
Founders abroad often pick a round number, 20% or 30%, because it feels fair for the person doing the daily work in Lagos or Abuja. The number matters less than which side of three thresholds it falls on. The Companies and Allied Matters Act 2020 (CAMA) sets two kinds of shareholder decision. An ordinary resolution passes on a simple majority of votes cast. A special resolution needs at least three quarters of the votes, with 21 days' notice of the meeting (section 258). Private companies can also pass written resolutions (section 259), which is how most owners abroad take decisions without travelling.
| Partner's stake | What the partner can do alone | What you keep |
|---|---|---|
| Up to 25% | Nothing decisive at shareholder level | You pass ordinary and special resolutions alone |
| More than 25%, up to 50% | Block any special resolution (for example changes to the articles, name or objects) | You still pass ordinary resolutions, including removing a director |
| 50% exactly | Deadlock on ordinary resolutions | Nothing decisive without agreement |
| More than 50% | Pass ordinary resolutions, appoint and remove directors | A veto on special resolutions only if you hold more than 25% |
Removing a director is an ordinary resolution with special notice (sections 261 and 288), so whoever holds a majority decides who sits on the board. That is why owners abroad who give away more than half the company often find they have kept the risk and lost the steering wheel.
Equity is not the only way to reward an operator
Ask what the partner actually needs. Someone running a logistics or food business may want a share of profit more than a say in strategy. Options to compare before issuing shares:
- Salary plus profit share under an employment or management contract, with no shares at all.
- Shares that vest over three or four years, so a partner who leaves early does not walk away with a permanent stake. See founder vesting between Nigeria and abroad.
- Non-voting or different share classes, where the articles allow, so economic reward and votes are separated.
- An option to buy shares at a set price once targets are met.
Each has different tax treatment in Nigeria and possibly where you live; take advice in both places before choosing.
Worked example: 30% to the operator
Example only. You own all 1,000,000 shares of a private company. You agree to give your Lagos operations partner 30%. Two ways to do it:
- Transfer 300,000 of your shares by an instrument of transfer (section 175). The share capital stays at 1,000,000; you hold 700,000 (70%).
- Allot new shares. To end at 70/30 you issue roughly 428,572 new shares to the partner: 428,572 out of 1,428,572 is 30.0%. Allotments are reported to CAC by a return of allotment within one month (section 154), and if issued capital rises, the increase is notified within 15 days (section 127).
At 70/30 you pass special resolutions alone only if every vote is cast your way, because 70% is under 75%. The partner can therefore block changes to the articles. If you want to keep that power, 25% or less is the line; 24% or 25% is a common choice for exactly this reason.
Protecting control from abroad
The percentage sets your default position. A shareholders' agreement and the articles change it. Points worth writing down:
- Reserved matters: decisions that need your written consent whatever the vote, such as borrowing above a set amount, selling assets, issuing shares, giving guarantees, opening or changing bank mandates, and hiring senior staff.
- Bank mandate: two signatories above a threshold, one of them you. See bank mandates with signatories abroad.
- Board composition: your right to appoint a majority of directors, and a quorum that requires your appointee.
- Leaver terms: what happens to the partner's shares if they leave, are dismissed or die, and at what price.
- Pre-emption and transfer limits: no shares sold to outsiders without first offering them to you.
- Deadlock: what happens at 50/50, for example mediation then a buy-sell clause.
- Information rights: monthly management accounts and bank statements sent to you.
Our guide to shareholders' agreements with partners in Nigeria covers drafting in more detail.
Filings and side effects people miss
- Persons with significant control: a person who gains significant control must notify the company within 7 days, and the company notifies CAC within one month (section 119).
- Small company status: a small company must have directors holding at least 51% of the equity and no alien members (section 394). If you live abroad on a foreign passport only, or the partner holds the majority without being a director, check whether the company still qualifies, because it affects audit exemption and the need for a company secretary.
- Two directors: companies that are not small need at least two directors (section 271).
- Foreign participation: if any shareholder is a foreign national or company, see NIPC registration for diaspora-owned companies.
Where Pryme fits
A Pryme Business Account lets you set approval rules so payments above a ceiling wait for your sign-off, and the Compliance agent can prepare reminders for CAC filings such as returns of allotment. Nothing moves without a person approving it.
Questions people ask
How much equity should I give my Nigerian business partner?
There is no fixed rule. At 25% or less you keep the power to pass special resolutions alone; above 25% the partner can block them; above 50% they control ordinary resolutions, including board changes.
Can my partner remove me as a director if they own more shares?
If they hold more than half the votes, yes: removal is an ordinary resolution with special notice under CAMA 2020. A shareholders' agreement can give you a right to appoint directors.
Do I have to tell CAC when I give someone shares?
Yes. A new allotment needs a return of allotment within one month, and a person gaining significant control triggers a PSC notification to CAC within one month.
Is sweat equity allowed in Nigeria?
Shares can be issued for consideration other than cash if the company documents it. Vesting through a shareholders' agreement is a common way to tie the shares to continued work; take legal and tax advice first.
Sources
- Companies and Allied Matters Act 2020 (full text) · accessed Oct 2026
- CAC: New Schedule of Fees (Gazette No. 92 Vol. 112, 29 May 2025) · accessed Oct 2026
This article is general information, not financial, legal or tax advice. Products described are provided under the terms on this site and are subject to regulation and eligibility.