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.
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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
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
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
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