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Limited Partnership Term Sheet for Nigeria

Limited Partnership Term Sheet Template for Nigeria

A comprehensive preliminary document governed by Nigerian law that outlines the key terms and conditions for establishing a limited partnership. This document serves as a foundation for negotiating and drafting the final limited partnership agreement, detailing proposed terms including capital contributions, management structure, profit sharing, and exit mechanisms. The term sheet incorporates relevant provisions from Nigerian state-specific partnership laws and federal legislation, including CAMA 2020, while addressing both local and international investment considerations where applicable.

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What is a Limited Partnership Term Sheet?

The Limited Partnership Term Sheet is a crucial preliminary document used in the Nigerian business environment when parties are negotiating the establishment of a limited partnership structure. It serves as a roadmap for the more detailed partnership agreement that will follow, capturing essential terms such as capital commitments, management rights, economic provisions, and exit mechanisms. This document is particularly important in the Nigerian context as it must align with both federal regulations (such as CAMA 2020) and state-specific partnership laws. While mostly non-binding, except for specific provisions like confidentiality, the term sheet helps parties reach alignment on key commercial and legal terms before incurring the costs of full documentation. It's commonly used in investment scenarios where one party (the General Partner) will manage the partnership while other parties (Limited Partners) primarily provide capital.

What sections should be included in a Limited Partnership Term Sheet?

1. Parties: Identification of the proposed General Partner(s) and Limited Partner(s), including their full legal names and addresses

2. Background: Brief context of the proposed partnership arrangement and purpose of the term sheet

3. Definitions: Key terms used throughout the term sheet

4. Partnership Structure: Legal form of the partnership, jurisdiction, and proposed term

5. Capital Contributions: Proposed initial and subsequent capital contributions from each partner, timing, and form of contributions

6. Management Rights: Management structure, roles of General Partner(s), and any management participation rights of Limited Partners

7. Economic Terms: Profit sharing, loss allocation, distribution waterfall, and carried interest arrangements

8. Transfer Restrictions: Limitations on transfer of partnership interests and any required approvals

9. Exit Provisions: Proposed terms for partnership dissolution, withdrawal rights, and exit mechanisms

10. Expenses and Fees: Management fees, partnership expenses, and cost allocation

11. Confidentiality: Confidentiality obligations regarding the term sheet and partnership information

12. Non-Binding Nature: Statement clarifying which provisions are binding and non-binding

13. Governing Law: Specification of Nigerian law and relevant state jurisdiction

What sections are optional to include in a Limited Partnership Term Sheet?

1. Key Performance Indicators: Specific performance metrics and targets, included when the partnership has defined business objectives

2. Industry-Specific Provisions: Special terms related to specific industry requirements or regulations

3. Co-Investment Rights: Terms for co-investment opportunities, included when partners may have rights to participate in future investments

4. Environmental and Social Responsibility: Included when the partnership has specific ESG commitments or requirements

5. Technology Rights: Intellectual property and technology arrangements, included for partnerships involving tech assets

6. Regulatory Approvals: Required when the partnership needs specific regulatory clearances

7. Local Content Requirements: Included when the partnership must comply with Nigerian local content laws

8. Foreign Exchange Provisions: Included when foreign partners or cross-border transactions are involved

What schedules should be included in a Limited Partnership Term Sheet?

1. Capital Commitments Schedule: Detailed breakdown of proposed capital commitments from each partner

2. Distribution Waterfall Example: Illustrative example of how distributions would work under different scenarios

3. Key Management Personnel: List of key management team members and their roles

4. Investment Guidelines: Proposed investment criteria and restrictions

5. Valuation Methodology: Outline of proposed methods for valuing partnership assets

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

Private Equity

Venture Capital

Real Estate Development

Infrastructure

Oil and Gas

Agriculture

Manufacturing

Technology and Innovation

Healthcare

Financial Services

Renewable Energy

Mining and Natural Resources

Relevant Teams

Legal

Finance

Investment

Corporate Development

Tax

Compliance

Risk Management

Business Development

Corporate Secretary

Treasury

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Investment Director

Managing Partner

Legal Counsel

Investment Manager

Fund Manager

Corporate Development Manager

Tax Director

Compliance Officer

Risk Manager

Business Development Director

Partnership Manager

Senior Investment Analyst

General Counsel

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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