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Limited Partnership Contract for Nigeria

Limited Partnership Contract Template for Nigeria

A Limited Partnership Contract under Nigerian law is a formal legal agreement that establishes and governs the relationship between general partners (who manage the business and have unlimited liability) and limited partners (who contribute capital but have limited liability and involvement). The document complies with Nigerian Partnership Law and the Companies and Allied Matters Act (CAMA) 2020, detailing capital contributions, profit sharing, management rights, transfer restrictions, and dissolution procedures. It provides essential protection for all parties while ensuring compliance with Nigerian regulatory requirements and business practices.

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What is a Limited Partnership Contract?

The Limited Partnership Contract is a crucial document used when establishing a limited partnership structure in Nigeria, particularly suitable for businesses seeking to combine active management with passive investment. This contract type is governed by Nigerian Partnership Law and CAMA 2020, providing a framework that allows some partners (general partners) to actively manage the business while others (limited partners) can invest capital without assuming full liability or management responsibilities. The document typically includes detailed provisions on capital contributions, profit sharing, management rights, transfer restrictions, and partner obligations. It's particularly relevant in sectors requiring substantial capital investment or where investors prefer limited liability while allowing experienced operators to manage the business. The Limited Partnership Contract must comply with Nigerian regulatory requirements and should be carefully drafted to protect all parties' interests while maintaining operational flexibility.

What sections should be included in a Limited Partnership Contract?

1. Parties: Identification of all partners (both general and limited partners), including full legal names, addresses, and registration details if applicable

2. Background: Context of the partnership formation, including the business purpose and intent of the parties

3. Definitions: Definitions of key terms used throughout the agreement

4. Partnership Formation: Declaration of partnership formation, business name, and commencement date

5. Nature of Business: Detailed description of the partnership's business activities and scope

6. Capital Contributions: Details of initial and any subsequent capital contributions from all partners

7. Profit and Loss Distribution: Formula and timing for distributing profits and losses among partners

8. Management and Control: Rights and responsibilities of general partners in managing the partnership

9. Limited Partners' Rights and Restrictions: Scope and limitations of limited partners' involvement and rights

10. Banking and Financial Matters: Banking arrangements, financial records, and accounting procedures

11. Transfer of Partnership Interests: Rules and procedures for transferring partnership interests

12. Dissolution and Termination: Circumstances and procedures for partnership dissolution

13. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction

What sections are optional to include in a Limited Partnership Contract?

1. Intellectual Property Rights: Needed when the partnership owns or develops intellectual property

2. Non-Competition and Confidentiality: Required when partners need to be restricted from competing or disclosing sensitive information

3. International Operations: Include when the partnership conducts business internationally

4. Environmental Compliance: Necessary for partnerships operating in environmentally sensitive industries

5. Employment Matters: Required when the partnership will have employees

6. Islamic Finance Compliance: Include when partners require Sharia-compliant arrangements

7. Technology and Data Protection: Needed when the partnership handles significant data or technology assets

8. Force Majeure: Optional clause for dealing with unforeseen circumstances

What schedules should be included in a Limited Partnership Contract?

1. Schedule 1: Capital Contributions: Detailed breakdown of each partner's capital contributions

2. Schedule 2: Profit Sharing Ratios: Detailed formula and examples of profit/loss distribution calculations

3. Schedule 3: Partner Information: Detailed information about each partner, including contact details and representatives

4. Schedule 4: Business Plan: Initial business plan and strategy of the partnership

5. Schedule 5: Management Procedures: Detailed procedures for partnership management and decision-making

6. Appendix A: Required Regulatory Filings: List of required filings and registrations under Nigerian law

7. Appendix B: Partnership Assets: Inventory of partnership assets at formation

8. Appendix C: Form of Transfer Notice: Template for notices related to transfer of partnership interests

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Nigeria

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions









































Clauses



































Relevant Industries

Real Estate & Construction

Manufacturing

Agriculture & Agribusiness

Oil & Gas

Technology & Communications

Financial Services

Healthcare & Pharmaceuticals

Mining & Natural Resources

Retail & Consumer Goods

Transportation & Logistics

Renewable Energy

Professional Services

Relevant Teams

Legal

Finance

Compliance

Corporate Secretariat

Risk Management

Investment

Operations

Tax

Corporate Governance

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Company Secretary

Investment Manager

Business Development Director

Risk Manager

Compliance Officer

Managing Partner

Finance Director

Operations Director

Investment Analyst

Partnership Administrator

Tax Manager

Corporate Governance Officer

Industries








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Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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