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Limited Liability Agreement

Limited Liability Agreement Template for Nigeria

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Key Requirements PROMPT example:

Limited Liability Agreement

"I need a Limited Liability Agreement for my Nigerian tech startup, launching in March 2025, that will include provisions for foreign investors from the UK and specific clauses for protecting our intellectual property rights."

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Document background
The Limited Liability Agreement serves as the foundational document for businesses seeking to operate with limited liability protection in Nigeria. This agreement is essential when establishing a new company or restructuring an existing business to limit shareholder liability under Nigerian law, particularly in compliance with the Companies and Allied Matters Act (CAMA) 2020. It's typically used when two or more parties wish to form a business entity while protecting their personal assets from business liabilities. The document comprehensively covers corporate governance, capital structure, management procedures, and shareholder rights, making it suitable for both local and foreign investments in Nigeria. The agreement must align with current Nigerian corporate law requirements and may need additional provisions for sector-specific regulations or foreign investment considerations.
Suggested Sections

1. Parties: Identification and details of all parties entering into the agreement, including registered addresses and company registration numbers

2. Background: Context of the agreement, including the business purpose and intention to limit liability

3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules for interpreting the document

4. Formation and Registration: Details of company formation, registration requirements, and compliance with CAMA 2020

5. Liability Limitation: Specific provisions limiting the liability of members/shareholders, including extent and scope of limitation

6. Capital Structure: Details of share capital, classes of shares, and capital contribution requirements

7. Management and Administration: Governance structure, management responsibilities, and decision-making processes

8. Members' Rights and Obligations: Rights, duties, and responsibilities of members/shareholders

9. Transfer of Shares: Procedures and restrictions for transferring ownership interests

10. Financial Matters: Financial management, accounting requirements, and distribution of profits

11. Meetings and Resolutions: Procedures for conducting meetings and passing resolutions

12. Termination: Circumstances and procedures for terminating the agreement or company

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

14. General Provisions: Standard clauses including notices, amendments, and severability

Optional Sections

1. Foreign Investment Provisions: Additional provisions required when foreign investors are involved, including compliance with NIPC requirements

2. Industry-Specific Compliance: Special provisions for regulated industries like banking, insurance, or oil and gas

3. Intellectual Property Rights: Provisions dealing with ownership and protection of intellectual property

4. Environmental Compliance: Environmental protection obligations, particularly relevant for manufacturing or resource extraction businesses

5. Employee Share Schemes: Provisions for employee share ownership programs if contemplated

6. Dispute Resolution: Alternative dispute resolution mechanisms like arbitration or mediation

7. Competition Compliance: Provisions ensuring compliance with competition laws, particularly for larger businesses

Suggested Schedules

1. Schedule 1: Initial Members and Shareholding: Detailed list of initial members and their shareholding percentages

2. Schedule 2: Share Capital Structure: Detailed breakdown of share classes, rights, and nominal values

3. Schedule 3: Management Structure: Organizational chart and detailed management responsibilities

4. Schedule 4: Business Plan: Initial business plan and operational strategy

5. Schedule 5: Deed of Adherence: Template for new members joining the company

6. Appendix A: Company Constitution: Copy of the company's constitution or articles of association

7. Appendix B: Required Regulatory Approvals: List and copies of mandatory regulatory approvals and licenses

8. Appendix C: Initial Asset Register: Register of company's initial assets and their values

Authors

Alex Denne

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

alex.den.21@genieai.co
Relevant legal definitions






































Clauses



































Relevant Industries

Technology

Manufacturing

Financial Services

Real Estate

Oil and Gas

Agriculture

Healthcare

Retail and Commerce

Construction

Professional Services

Telecommunications

Mining

Education

Transportation and Logistics

Hospitality

Relevant Teams

Legal

Corporate Governance

Finance

Compliance

Risk Management

Board of Directors

Executive Leadership

Corporate Affairs

Investment Relations

Operations

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Legal Counsel

Corporate Lawyer

Business Development Manager

Chief Financial Officer

Compliance Officer

Risk Manager

Board Director

Investment Manager

Corporate Governance Officer

Shareholder Relations Manager

Operations Director

Finance Director

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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