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General Partnership Contract for Nigeria

General Partnership Contract Template for Nigeria

A comprehensive legal agreement governed by Nigerian law that establishes and regulates a general partnership between two or more parties. This document defines the partners' rights, responsibilities, capital contributions, profit-sharing arrangements, and operational procedures in accordance with the Nigerian Partnership Act and relevant state laws. It includes provisions for partnership management, decision-making processes, dispute resolution, and partnership dissolution, while ensuring compliance with Nigerian business regulations and tax requirements.

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General Partnership Contract

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What is a General Partnership Contract?

The General Partnership Contract is a fundamental legal document used in Nigeria when two or more parties wish to establish a formal business partnership. This agreement is essential for businesses operating under Nigerian law and must comply with the Partnership Act, CAMA 2020, and other relevant federal and state legislation. The document serves multiple purposes: it formalizes the partnership arrangement, establishes clear operational guidelines, defines capital contributions and profit-sharing mechanisms, and provides framework for dispute resolution. It's particularly important in the Nigerian business context where partnerships must navigate complex regulatory requirements while maintaining flexibility for business growth. The contract should be drafted with consideration of local business practices, cultural nuances, and specific state regulations where the partnership will operate.

What sections should be included in a General Partnership Contract?

1. Parties: Identification and details of all partners entering into the agreement

2. Background: Context of the partnership formation and partners' intention to conduct business together

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

4. Partnership Name and Business: Official name of the partnership and nature of business to be conducted

5. Commencement and Term: Start date and duration of the partnership

6. Capital Contributions: Initial and subsequent capital contributions by each partner

7. Profit and Loss Sharing: Agreement on how profits and losses will be distributed among partners

8. Management and Decision Making: Partnership management structure and voting rights for different types of decisions

9. Partners' Duties and Obligations: Rights, responsibilities, and obligations of all partners

10. Banking and Financial Records: Banking arrangements and requirements for maintaining financial records

11. Accounting and Reports: Procedures for accounting, auditing, and financial reporting

12. Addition of New Partners: Process and requirements for admitting new partners

13. Withdrawal and Retirement: Procedures for partner withdrawal or retirement from the partnership

14. Death or Incapacity: Provisions dealing with death or incapacity of partners

15. Dissolution: Circumstances and procedures for partnership dissolution

16. Dispute Resolution: Methods for resolving disputes between partners

17. Governing Law: Specification of Nigerian law as governing law

18. Notices: Procedures for giving formal notices under the agreement

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

1. Non-Competition: Restrictions on partners competing with the partnership - include when partners agree to restrictions on outside business activities

2. Intellectual Property: Ownership and use of IP - include when the partnership will develop or use significant IP

3. Insurance: Requirements for business insurance - include when specific insurance coverage is mandatory

4. Environmental Compliance: Environmental obligations - include when business activities have environmental impact

5. Foreign Investment: Provisions relating to foreign ownership - include when there are foreign partners

6. Technology and Data Protection: Digital assets and data handling - include when business involves significant technology use

7. Employee Management: Framework for hiring and managing employees - include when partnership will have employees

8. Religious or Cultural Considerations: Specific provisions for religious or cultural practices - include when partners require specific accommodations

What schedules should be included in a General Partnership Contract?

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

2. Schedule B - Profit Sharing Ratios: Specific percentages or formulas for profit and loss distribution

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

4. Schedule D - Business Plan: Initial business plan and objectives of the partnership

5. Schedule E - Management Duties: Specific roles and responsibilities assigned to each partner

6. Schedule F - Asset Register: List of partnership assets and their agreed values

7. Appendix 1 - Operating Procedures: Detailed operational procedures and policies

8. Appendix 2 - Required Licenses: List of required business licenses and permits

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

Retail

Manufacturing

Professional Services

Technology

Agriculture

Construction

Real Estate

Healthcare

Education

Financial Services

Hospitality

Transportation

Mining

Energy

Telecommunications

Import/Export

Consulting

Relevant Teams

Legal

Finance

Operations

Compliance

Risk Management

Business Development

Strategic Planning

Corporate Secretariat

Administrative

Commercial

Relevant Roles

Business Owner

Managing Partner

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Business Development Manager

Operations Manager

Company Secretary

Finance Director

Risk Manager

Compliance Officer

Partnership Administrator

Commercial Director

Strategic Planning Manager

Industries








Teams

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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