Capital Contribution Partnership Agreement Template for Nigeria

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Key Requirements PROMPT example:

Capital Contribution Partnership Agreement

"I need a Capital Contribution Partnership Agreement for a tech startup in Lagos, with three partners contributing unequal capital amounts (60%, 25%, and 15% ownership split), including specific provisions for intellectual property rights and future funding rounds."

Document background
The Capital Contribution Partnership Agreement is a crucial document used in Nigeria when two or more parties wish to form a partnership with defined capital contributions. This agreement is particularly important in the Nigerian business context, where partnerships must comply with both federal and state-specific partnership laws. The document is essential when partners are making unequal capital contributions, when foreign investment is involved, or when complex profit-sharing arrangements are needed. It addresses key aspects such as initial and subsequent capital contributions, profit and loss allocation, management rights, and partner obligations. The agreement must align with Nigerian Partnership Law, CAMA 2020, and relevant tax regulations, making it a fundamental tool for establishing clear partnership terms and protecting all parties' interests in various business ventures.
Suggested Sections

1. Parties: Identifies all partners, their addresses, and contact details

2. Background: Explains the context and purpose of the partnership formation

3. Definitions: Defines key terms used throughout the agreement

4. Partnership Formation: Establishes the creation of the partnership and its business purpose

5. Capital Contributions: Details the initial and any agreed future capital contributions from each partner

6. Partnership Interests: Specifies each partner's ownership percentage and voting rights

7. Profit and Loss Allocation: Defines how profits and losses will be distributed among partners

8. Management and Control: Outlines management structure and decision-making processes

9. Partner Rights and Obligations: Lists the rights and duties of all partners

10. Banking and Financial Matters: Specifies banking arrangements and financial management procedures

11. Books and Records: Details requirements for maintaining partnership records and accounts

12. Transfer Restrictions: Sets forth restrictions on transferring partnership interests

13. Withdrawal and Dissolution: Procedures for partner withdrawal and partnership dissolution

14. Governing Law and Jurisdiction: Specifies Nigerian law as governing law and jurisdiction for disputes

15. Notices: Details how formal communications between partners should be made

16. General Provisions: Includes standard boilerplate clauses like severability and entire agreement

Optional Sections

1. Additional Capital Calls: Include when partners may be required to make additional capital contributions

2. Intellectual Property Rights: Include when the partnership will develop or use significant IP

3. Non-Competition and Non-Solicitation: Include when partners should be restricted from competing activities

4. Death or Incapacity: Include specific provisions for succession planning

5. Foreign Investment Provisions: Include when foreign partners are involved

6. Tax Matters: Include detailed tax provisions for complex partnership structures

7. Dispute Resolution: Include specific arbitration or mediation procedures if desired

8. Employee Matters: Include when partnership will have employees

9. Environmental Compliance: Include for partnerships operating in environmentally sensitive sectors

Suggested Schedules

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

2. Schedule B - Partnership Interests: Table showing ownership percentages and voting rights

3. Schedule C - Business Plan: Initial business plan and objectives of the partnership

4. Schedule D - Valuation Methodology: Agreed methods for valuing partnership interests

5. Schedule E - Partner Contact Details: Complete contact information for all partners

6. Appendix 1 - Partner Resolution Forms: Template forms for partnership resolutions

7. Appendix 2 - Banking Mandates: Banking and signature authorities

8. Appendix 3 - Compliance Procedures: Required compliance procedures under Nigerian law

Authors

Alex Denne

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

Relevant legal definitions
Clauses
Relevant Industries

Real Estate Development

Manufacturing

Agriculture

Oil and Gas

Technology

Professional Services

Construction

Retail and Distribution

Financial Services

Healthcare

Mining

Transportation and Logistics

Hospitality

Education

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Risk Management

Tax

Business Development

Investment

Corporate Secretariat

Executive Leadership

Operations

Relevant Roles

Managing Partner

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Business Development Manager

Investment Manager

Company Secretary

Finance Director

Commercial Director

Partnership Manager

Compliance Officer

Risk Manager

Corporate Lawyer

Business Owner

Investment Analyst

Tax 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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