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Memorandum Of Partnership

Memorandum Of Partnership Template for Nigeria

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Key Requirements PROMPT example:

Memorandum Of Partnership

"I need a Memorandum of Partnership for a Lagos-based accounting firm with three senior partners, including specific clauses for profit sharing based on client acquisition and a structured path for junior partners to join by January 2025."

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Document background
The Memorandum of Partnership is a crucial document used in Nigerian business law to formalize business partnerships and protect the interests of all involved parties. It serves as the foundational document that governs the relationship between partners, whether they are individuals, corporations, or a mix of both. This document is essential when establishing a new partnership or formalizing an existing one, and must comply with Nigerian Partnership Law and state-specific regulations. It typically includes detailed provisions about capital contributions, profit sharing, management structure, partner duties, dispute resolution, and exit strategies. The memorandum should be drafted with careful consideration of the Companies and Allied Matters Act (CAMA) 2020 requirements and relevant tax regulations, making it a comprehensive guide for the partnership's operation and governance.
Suggested Sections

1. Parties: Details of all partners including full names, addresses, and any registration numbers for corporate partners

2. Background: Context of the partnership formation and brief description of the business purpose

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

4. Partnership Name and Business: Official name of the partnership and detailed description of its business activities

5. Commencement and Term: Start date of the partnership and whether it's for a fixed term or continuing

6. Capital Contributions: Details of initial and any agreed future capital contributions from each partner

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

8. Management and Decision Making: Structure for partnership management and process for making business decisions

9. Partners' Duties and Obligations: Specific responsibilities and obligations of each partner

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

11. Admission of New Partners: Process and conditions for admitting new partners

12. Retirement and Expulsion: Procedures for partner retirement and circumstances allowing partner expulsion

13. Death or Incapacity: Procedures to follow in case of death or incapacity of a partner

14. Dissolution: Circumstances and procedures for partnership dissolution

15. Governing Law: Specification of Nigerian law as governing law and relevant jurisdiction

Optional Sections

1. Non-Competition: Restrictions on partners engaging in competing businesses - include when partners might have other business interests

2. Intellectual Property: Ownership and use of IP - include when the partnership involves creative work or technology

3. Insurance: Required insurance coverage - include for high-risk businesses or regulated industries

4. Environmental Compliance: Environmental obligations - include for manufacturing or resource-based businesses

5. Foreign Investment Provisions: Special provisions for foreign partners - include when there are non-Nigerian partners

6. Dispute Resolution: Detailed dispute resolution procedures - include for complex partnerships or high-value businesses

7. Force Majeure: Provisions for unforeseen circumstances - include for long-term or high-risk ventures

Suggested Schedules

1. Schedule 1: Capital Contributions: Detailed breakdown of each partner's initial and committed future capital contributions

2. Schedule 2: Profit Sharing Ratios: Detailed formula for profit and loss distribution

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

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

5. Schedule 5: Property and Assets: List of partnership property and assets with valuations

6. Schedule 6: Management Structure: Detailed management structure and decision-making procedures

7. Appendix A: Required Regulatory Approvals: List of necessary licenses and regulatory approvals

8. Appendix B: Partner's Resolutions: Copies of corporate resolutions authorizing partnership (for corporate partners)

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

Professional Services

Retail and Trading

Manufacturing

Agriculture

Technology and IT

Construction

Real Estate

Healthcare

Education

Consulting

Financial Services

Transportation and Logistics

Mining and Natural Resources

Food and Beverage

Hospitality

Relevant Teams

Legal

Finance

Compliance

Corporate Governance

Risk Management

Business Development

Operations

Administrative

Tax

Strategy

Relevant Roles

Managing Partner

Business Owner

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Corporate Lawyer

Business Development Manager

Finance Director

Company Secretary

Risk Manager

Compliance Officer

Investment Manager

Partnership Administrator

Operations Director

Tax Advisor

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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