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Limited Partnership Subscription Agreement

Limited Partnership Subscription Agreement Template for Nigeria

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Key Requirements PROMPT example:

Limited Partnership Subscription Agreement

"I need a Limited Partnership Subscription Agreement for a UK-based investor subscribing to a Nigerian tech-focused venture capital fund, with a capital commitment of $5 million and specific provisions for quarterly capital calls starting March 2025."

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Document background
The Limited Partnership Subscription Agreement is a crucial document used in Nigerian investment structures when a new limited partner seeks to join an existing limited partnership or when a limited partnership is being formed with multiple investors. This agreement, governed by Nigerian law, particularly the Limited Partnerships Act and CAMA, serves multiple purposes: it formalizes the subscription of partnership interests, documents the capital commitment, establishes the relationship between partners, and ensures compliance with local regulations. The document is essential for private equity funds, investment partnerships, and other investment vehicles operating in Nigeria, containing specific provisions for both domestic and foreign investors. It includes detailed sections on capital contributions, partner rights, transfer restrictions, and regulatory compliance, particularly important given Nigeria's specific requirements for business partnerships and investments.
Suggested Sections

1. Parties: Identifies and defines the Limited Partnership, General Partner, and Subscribing Limited Partner

2. Background: Outlines the context of the partnership and subscription arrangement

3. Definitions and Interpretation: Defines key terms used throughout the agreement and interpretation rules

4. Subscription and Payment Terms: Details of the partnership interest being subscribed to and payment obligations

5. Closing Conditions: Conditions precedent to the subscription becoming effective

6. Representations and Warranties of the Subscriber: Subscriber's confirmations regarding their status, capacity, and investment understanding

7. Partnership Representations and Warranties: Partnership and General Partner's confirmations regarding authority, status, and compliance

8. Capital Commitment: Details of capital contribution obligations and drawdown mechanisms

9. Partner Rights and Obligations: Rights, responsibilities, and limitations of the Limited Partner

10. Transfer Restrictions: Limitations on transfer of partnership interests and required procedures

11. Confidentiality: Obligations regarding confidential information and partnership matters

12. Anti-Money Laundering Provisions: Compliance requirements with Nigerian AML regulations

13. Notices: Communication procedures and contact details

14. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction provisions

15. Execution: Signature blocks and execution formalities

Optional Sections

1. Foreign Investment Provisions: Required when subscriber is a foreign investor, addressing NIPC requirements and forex regulations

2. Tax Matters: Detailed tax provisions when complex tax structures or international tax considerations are involved

3. Power of Attorney: Required when the General Partner needs specific powers to act on behalf of the Limited Partner

4. FATCA Compliance: Required when any party has US connections requiring FATCA compliance

5. Co-investment Rights: Include when the Limited Partner is granted rights to co-invest in portfolio companies

6. Key Person Provisions: Include when the subscription is contingent on specific individuals remaining involved

7. ESG Provisions: Environmental, Social and Governance provisions when required by institutional investors

Suggested Schedules

1. Partnership Details: Details of the partnership structure, partners, and registered office

2. Subscription Details: Specific details of the subscription amount, partnership interest, and payment schedule

3. Form of Partnership Agreement: Copy or key terms of the main partnership agreement

4. KYC Requirements: List of required Know Your Customer documentation

5. Capital Call Procedures: Detailed procedures for making and responding to capital calls

6. Wire Transfer Instructions: Banking and payment details for subscription payment

7. Form of Transfer Notice: Template for notifying transfer of partnership interests

8. Investor Questionnaire: Due diligence questionnaire for subscriber completion

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Admission Date
Affiliate
Agreement
Anti-Money Laundering Laws
Applicable Law
Business Day
CAMA
Capital Call
Capital Commitment
Capital Contribution
Closing
Closing Date
Commitment Period
Confidential Information
Default
Defaulting Partner
Drawdown Notice
Effective Date
Encumbrance
FATCA
Final Closing Date
Financial Year
Foreign Investment Laws
General Partner
Governmental Authority
Initial Closing
Investment Committee
Investment Period
Investor Questionnaire
Key Person
Limited Partner
Limited Partnership
Limited Partnership Act
Management Fee
Material Adverse Effect
NIPC
Nigerian Law
Original Limited Partnership Agreement
Partnership
Partnership Agreement
Partnership Interest
Partnership Term
Partnership Vehicle
Permitted Transferee
Person
Portfolio Company
Private Placement Laws
Regulatory Approvals
Related Party
Securities Laws
Subscription
Subscription Amount
Subscription Interest
Subscription Payment
Tax
Transfer
USD
Valuation Date
Winding Up
Clauses
Subscription
Payment Terms
Capital Commitment
Partner Rights
Partner Obligations
Representations and Warranties
Conditions Precedent
Transfer Restrictions
Regulatory Compliance
Anti-Money Laundering
Foreign Investment
Capital Calls
Default
Indemnification
Confidentiality
Notices
Assignment
Amendment
Termination
Governing Law
Dispute Resolution
Force Majeure
Severability
Entire Agreement
Third Party Rights
Partnership Management
Tax Matters
Information Rights
Co-Investment Rights
Key Person
Investment Restrictions
Reporting Requirements
Power of Attorney
Further Assurance
Costs and Expenses
Relevant Industries

Private Equity

Venture Capital

Real Estate Investment

Infrastructure Development

Oil and Gas

Agricultural Investment

Financial Services

Technology Investment

Manufacturing

Healthcare Investment

Renewable Energy

Mining and Natural Resources

Relevant Teams

Legal

Compliance

Investment

Finance

Risk Management

Corporate Secretariat

Fund Administration

Private Equity

Venture Capital

Corporate Development

Investor Relations

Relevant Roles

Investment Manager

Legal Counsel

Chief Financial Officer

Compliance Officer

Fund Manager

Partnership Director

Investment Analyst

Corporate Secretary

Risk Manager

Managing Partner

Portfolio Manager

Executive Director

Investment Director

General Counsel

Finance Director

Industries
Limited Partnerships Act of 2004: Primary legislation governing the formation, operation, and dissolution of limited partnerships in Nigeria, including rights and obligations of partners
Companies and Allied Matters Act (CAMA) 2020: Comprehensive legislation governing business entities in Nigeria, including provisions affecting partnerships and their registration
Investment and Securities Act 2007: Regulates investment and securities matters in Nigeria, including partnership interests and their treatment as securities
Companies Income Tax Act (CITA): Governs taxation of business entities including partnerships, crucial for tax provisions in the agreement
Money Laundering (Prevention and Prohibition) Act 2022: Provides anti-money laundering requirements for business entities and financial transactions
Foreign Exchange (Monitoring and Miscellaneous Provisions) Act: Regulates foreign exchange transactions and investments by non-Nigerian partners or investors
Nigerian Investment Promotion Commission Act: Regulates foreign investment in Nigerian businesses and provides protection for foreign investors
Partnership Law of Lagos State (and other applicable state laws): State-specific partnership laws that may apply depending on the partnership's location and operations
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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