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Limited Partnership Contract
"I need a Limited Partnership Contract for a real estate development project in Lagos, Nigeria, where we'll have two general partners and five foreign limited partners, with the partnership commencing on March 1, 2025."
1. Parties: Identification of all partners (both general and limited partners), including full legal names, addresses, and registration details if applicable
2. Background: Context of the partnership formation, including the business purpose and intent of the parties
3. Definitions: Definitions of key terms used throughout the agreement
4. Partnership Formation: Declaration of partnership formation, business name, and commencement date
5. Nature of Business: Detailed description of the partnership's business activities and scope
6. Capital Contributions: Details of initial and any subsequent capital contributions from all partners
7. Profit and Loss Distribution: Formula and timing for distributing profits and losses among partners
8. Management and Control: Rights and responsibilities of general partners in managing the partnership
9. Limited Partners' Rights and Restrictions: Scope and limitations of limited partners' involvement and rights
10. Banking and Financial Matters: Banking arrangements, financial records, and accounting procedures
11. Transfer of Partnership Interests: Rules and procedures for transferring partnership interests
12. Dissolution and Termination: Circumstances and procedures for partnership dissolution
13. Governing Law and Jurisdiction: Specification of Nigerian law as governing law and jurisdiction
1. Intellectual Property Rights: Needed when the partnership owns or develops intellectual property
2. Non-Competition and Confidentiality: Required when partners need to be restricted from competing or disclosing sensitive information
3. International Operations: Include when the partnership conducts business internationally
4. Environmental Compliance: Necessary for partnerships operating in environmentally sensitive industries
5. Employment Matters: Required when the partnership will have employees
6. Islamic Finance Compliance: Include when partners require Sharia-compliant arrangements
7. Technology and Data Protection: Needed when the partnership handles significant data or technology assets
8. Force Majeure: Optional clause for dealing with unforeseen circumstances
1. Schedule 1: Capital Contributions: Detailed breakdown of each partner's capital contributions
2. Schedule 2: Profit Sharing Ratios: Detailed formula and examples of profit/loss distribution calculations
3. Schedule 3: Partner Information: Detailed information about each partner, including contact details and representatives
4. Schedule 4: Business Plan: Initial business plan and strategy of the partnership
5. Schedule 5: Management Procedures: Detailed procedures for partnership management and decision-making
6. Appendix A: Required Regulatory Filings: List of required filings and registrations under Nigerian law
7. Appendix B: Partnership Assets: Inventory of partnership assets at formation
8. Appendix C: Form of Transfer Notice: Template for notices related to transfer of partnership interests
Authors
Applicable Law
Business Day
Business Plan
CAMA
Capital Account
Capital Contribution
Commencement Date
Confidential Information
Default Event
Defaulting Partner
Distributable Profits
Encumbrance
Financial Year
General Partner
Initial Capital
Limited Partner
Limited Partnership
Management Committee
Material Adverse Effect
Net Asset Value
Operating Expenses
Partnership
Partnership Assets
Partnership Interest
Partnership Property
Partnership Share
Profit and Loss Account
Quarter
Regulatory Authority
Related Party
Relevant Jurisdiction
Reserved Matters
Special Resolution
Subscription Amount
Tax
Term
Territory
Transfer
Valuation Date
Withdrawal Notice
Duration
Partnership Name
Business Purpose
Capital Contribution
Additional Capital
Partnership Interests
Profit and Loss Distribution
Management Rights
Limited Partner Rights
General Partner Authority
Banking Arrangements
Accounting and Records
Partner Meetings
Voting Rights
Transfer Restrictions
Right of First Refusal
Admission of New Partners
Withdrawal
Removal of Partners
Dissolution
Winding Up
Confidentiality
Non-Competition
Intellectual Property
Representations and Warranties
Indemnification
Force Majeure
Dispute Resolution
Governing Law
Notices
Amendment
Assignment
Severability
Entire Agreement
Real Estate & Construction
Manufacturing
Agriculture & Agribusiness
Oil & Gas
Technology & Communications
Financial Services
Healthcare & Pharmaceuticals
Mining & Natural Resources
Retail & Consumer Goods
Transportation & Logistics
Renewable Energy
Professional Services
Legal
Finance
Compliance
Corporate Secretariat
Risk Management
Investment
Operations
Tax
Corporate Governance
Business Development
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Company Secretary
Investment Manager
Business Development Director
Risk Manager
Compliance Officer
Managing Partner
Finance Director
Operations Director
Investment Analyst
Partnership Administrator
Tax Manager
Corporate Governance Officer
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