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Sale Of Partnership Agreement Template for Nigeria

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Key Requirements PROMPT example:

Sale Of Partnership Agreement

"I need a Sale of Partnership Agreement for my Lagos-based accounting firm where I'm selling my 25% partnership share to a new partner, with completion planned for March 2025 and including a 2-year non-compete clause for Nigeria's southern states."

Document background
The Sale of Partnership Agreement is a crucial document used when a partner wishes to exit a partnership by selling their interest to another party in Nigeria. This agreement is essential for businesses operating under the Partnership Act 1890 and CAMA 2020, providing a legally binding framework for the transfer of partnership interests. It should be used whenever a partner exits through sale rather than dissolution, ensuring proper documentation of the transfer terms, purchase price, warranties, and ongoing obligations. The agreement protects all parties' interests by clearly defining the scope of the sale, handling liability transitions, and addressing regulatory requirements specific to Nigerian partnership law. It's particularly important for registered partnerships and those with significant assets or complex business operations.
Suggested Sections

1. Parties: Identification of the seller, buyer, and other continuing partners

2. Background: Context of the partnership and reason for the sale

3. Definitions: Key terms used throughout the agreement

4. Sale and Purchase: Core terms of the transaction including the partnership interest being sold

5. Purchase Price: Amount, payment terms, and any adjustments

6. Completion: Details of when and how the transfer will be completed

7. Seller's Warranties: Representations about the partnership interest and business

8. Buyer's Warranties: Representations about capacity to purchase and compliance

9. Partnership Consent: Confirmation of other partners' approval of the transfer

10. Handover: Transition arrangements for business operations

11. Confidentiality: Obligations regarding partnership information

12. Notices: How formal communications should be made

13. Governing Law: Confirmation of Nigerian law application and jurisdiction

14. General Provisions: Standard boilerplate clauses

Optional Sections

1. Non-Compete Provisions: Restrictions on seller's future business activities - include when seller has significant market influence

2. Intellectual Property Rights: Special provisions for IP transfer - include when partnership owns significant IP

3. Employee Matters: Arrangements for staff transfer or retention - include when seller has key staff relationships

4. Tax Indemnities: Specific tax-related warranties and indemnities - include for complex tax situations

5. Earn-out Provisions: Additional payments based on future performance - include when price includes contingent elements

6. Debt and Liabilities: Special arrangements for handling existing debts - include when significant liabilities exist

7. Third Party Consents: Process for obtaining necessary external approvals - include when key contracts require consent for transfer

Suggested Schedules

1. Partnership Interest Details: Detailed description of the partnership share being transferred

2. Assets Schedule: List of specific assets included in the transfer

3. Financial Statements: Recent partnership accounts and financial position

4. Existing Partnership Agreement: Copy of current partnership agreement being transferred

5. Due Diligence Results: Summary of key findings from buyer's investigations

6. Outstanding Liabilities: List of debts and obligations affecting the partnership

7. Required Consents: List of third-party approvals needed for transfer

8. Completion Checklist: List of actions required to complete the transfer

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

Relevant legal definitions








































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Relevant Industries

Professional Services

Legal Services

Accounting and Audit

Medical Practices

Architecture and Design

Engineering Consulting

Real Estate

Trading and Distribution

Agricultural Business

Construction

Manufacturing

Retail

Technology Services

Management Consulting

Financial Services

Relevant Teams

Legal

Finance

Compliance

Operations

Business Development

Risk Management

Corporate Secretariat

Administrative

Executive Leadership

Partnership Management

Relevant Roles

Managing Partner

Senior Partner

Junior Partner

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Business Development Manager

Operations Director

Finance Manager

Company Secretary

Partnership Administrator

Compliance Officer

Risk Manager

Managing Director

Business Owner

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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