LLC Business Partnership Agreement Template for Nigeria

The LLC Business Partnership Agreement is a foundational document for businesses operating in Nigeria that choose to structure themselves as Limited Liability Companies with multiple partners. This agreement becomes essential when two or more parties decide to form a business partnership while enjoying the limited liability protection offered under Nigerian law. It comprehensively addresses partnership terms, management structures, capital contributions, profit sharing, and dispute resolution mechanisms, all while ensuring compliance with the Companies and Allied Matters Act (CAMA) 2020 and other relevant Nigerian legislation. The document is particularly crucial for protecting partners' interests, establishing clear operational guidelines, and providing a framework for business growth and potential future investment.

1. Parties: Identifies all partners/members entering into the agreement, including their full legal names and addresses

2. Background: Describes the context and purpose of forming the LLC partnership

3. Definitions: Defines key terms used throughout the agreement

4. Formation and Name: Details of LLC registration, business name, and registered address

5. Business Purpose: Detailed description of the partnership's business activities and objectives

6. Capital Contributions: Specifies initial and ongoing capital contributions from each partner

7. Ownership Interests: Details the percentage ownership and units/shares held by each partner

8. Management Structure: Defines management roles, voting rights, and decision-making processes

9. Meetings and Resolutions: Procedures for partner meetings and passing resolutions

10. Profit and Loss Distribution: Formula and timing for distributing profits and losses

11. Banking and Financial Records: Requirements for maintaining financial records and banking arrangements

12. Transfer of Interests: Rules governing the transfer of ownership interests

13. Exit Provisions: Procedures for partner withdrawal, retirement, or death

14. Dissolution: Circumstances and procedures for dissolving the partnership

15. Governing Law: Confirms Nigerian law as governing law and jurisdiction

16. Dispute Resolution: Procedures for resolving disputes between partners

17. General Provisions: Standard boilerplate clauses including notices, amendments, and severability