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Operating Partnership Agreement

Operating Partnership Agreement Template for Nigeria

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Key Requirements PROMPT example:

Operating Partnership Agreement

"I need an Operating Partnership Agreement for a technology consulting firm in Lagos, with three equal partners contributing different types of assets (cash, intellectual property, and existing client relationships), starting operations in March 2025."

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Document background
The Operating Partnership Agreement serves as the foundational document for establishing and managing business partnerships in Nigeria. It is essential for businesses seeking to formalize partner relationships and operations under Nigerian law, particularly in compliance with the Partnership Act and the Companies and Allied Matters Act (CAMA) 2020. This document is typically used when two or more parties wish to conduct business together as partners, requiring a formal structure for their relationship while maintaining flexibility in operations. The agreement comprehensively covers crucial aspects such as capital contributions, profit sharing, management rights, decision-making processes, and exit provisions. It's particularly important in the Nigerian business context where clear documentation of partner relationships is crucial for regulatory compliance, banking relationships, and dispute prevention.
Suggested Sections

1. Parties: Identification and details of all partners entering into the agreement

2. Background: Context of the partnership formation and brief description of the business purpose

3. Definitions: Definitions of key terms used throughout the agreement

4. Partnership Formation: Declaration of partnership formation, business name, and commencement date

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

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

7. Profit and Loss Sharing: Terms for distribution of profits and allocation of losses among partners

8. Management and Decision Making: Partnership governance structure and decision-making processes

9. Partners' Rights and Obligations: Detailed responsibilities and rights of all partners

10. Banking and Financial Matters: Banking arrangements, financial management, and accounting procedures

11. Meetings and Voting: Procedures for partner meetings and voting mechanisms

12. Records and Accounts: Requirements for maintaining partnership records and financial accounts

13. Admission of New Partners: Process and conditions for admitting new partners

14. Transfer of Partnership Interest: Rules governing the transfer of partnership interests

15. Withdrawal and Retirement: Procedures for partner withdrawal or retirement

16. Dissolution and Termination: Circumstances and procedures for partnership dissolution

17. Dispute Resolution: Methods for resolving disputes between partners

18. Governing Law: Specification of Nigerian law as governing law and jurisdiction

19. General Provisions: Miscellaneous legal provisions including notices, amendments, and severability

Optional Sections

1. Intellectual Property Rights: Provisions for IP ownership and usage when the partnership involves intellectual property

2. Non-Competition and Confidentiality: Restrictions on competitive activities and handling of confidential information, particularly relevant for professional services partnerships

3. Insurance: Requirements for partnership insurance coverage when specific risks need to be addressed

4. International Operations: Provisions for partnerships operating across international borders

5. Employee Management: Procedures for hiring and managing employees when the partnership will have employees

6. Technology and Data Protection: Specific provisions for partnerships handling sensitive data or technology

7. Environmental Compliance: Environmental obligations for partnerships in industries with environmental impact

8. Islamic Finance Compliance: Additional provisions for partnerships operating under Islamic finance principles

Suggested Schedules

1. Schedule 1: Partner Details: Detailed information about each partner including contact details and professional qualifications

2. Schedule 2: Capital Contributions: Itemized list of initial capital contributions including valuations of non-cash assets

3. Schedule 3: Profit Sharing Ratios: Detailed breakdown of profit and loss sharing arrangements

4. Schedule 4: Business Plan: Initial business plan and strategic objectives of the partnership

5. Schedule 5: Management Structure: Detailed organizational structure and management responsibilities

6. Schedule 6: Partnership Assets: Inventory of partnership assets including valuations

7. Schedule 7: Authorized Signatories: List of partners authorized to sign various documents

8. Appendix A: Required Regulatory Filings: List of necessary regulatory filings and compliance requirements

9. Appendix B: Financial Procedures: Detailed financial and accounting procedures

10. Appendix C: Partner Voting Rights: Detailed voting rights and procedures for different types of decisions

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
Agreement
Applicable Law
Business
Business Day
Business Plan
Capital Account
Capital Contribution
Commencement Date
Confidential Information
Default Event
Defaulting Partner
Distributable Profits
Effective Date
Financial Year
Initial Capital Contribution
Intellectual Property Rights
Managing Partner
Material Breach
Naira
Net Income
Operating Expenses
Partner
Partnership
Partnership Assets
Partnership Interest
Partnership Property
Profit and Loss
Quarter
Regulatory Authority
Reserved Matters
Senior Partner
Special Resolution
Tax
Territory
Transfer
Valuation
Voting Rights
Withdrawal Notice
Working Capital
CAC
CAMA
FIRS
Corporate Partners
Individual Partners
Management Committee
Partner's Share
Partnership Books
Partnership Capital
Clauses
Formation
Partnership Term
Business Purpose
Capital Contributions
Additional Capital
Profit and Loss Distribution
Management Rights
Voting Rights
Decision Making
Partner Duties
Banking Arrangements
Financial Records
Accounting
Partner Meetings
Business Operations
Intellectual Property
Confidentiality
Non-Competition
New Partners
Transfer of Interest
Partner Death
Partner Incapacity
Retirement
Withdrawal
Expulsion
Dissolution
Termination
Asset Distribution
Dispute Resolution
Arbitration
Governing Law
Force Majeure
Indemnification
Insurance
Notices
Amendment
Assignment
Severability
Entire Agreement
Compliance
Tax Matters
Employment
Property Rights
Third Party Rights
Authority and Power
Representations and Warranties
Relevant Industries

Professional Services

Consulting

Trading and Commerce

Manufacturing

Technology

Real Estate

Construction

Healthcare

Agriculture

Financial Services

Legal Services

Retail

Transportation and Logistics

Education and Training

Energy

Relevant Teams

Legal

Finance

Operations

Compliance

Risk Management

Business Development

Human Resources

Tax

Corporate Governance

Administrative

Relevant Roles

Managing Partner

Senior Partner

Chief Executive Officer

Chief Financial Officer

Chief Operating Officer

Legal Counsel

Business Development Manager

Finance Director

Operations Manager

Compliance Officer

Partnership Secretary

Risk Manager

Tax Manager

Human Resources Director

Project Manager

Industries
Partnership Act 1890: The foundational law governing partnerships in Nigeria, inherited from British law, which defines partnerships, rights and duties of partners, and partnership dissolution
Companies and Allied Matters Act (CAMA) 2020: The primary legislation governing business operations in Nigeria, including registration requirements and regulatory compliance for business partnerships
Partnership Law of Lagos State: State-specific partnership regulations that may apply depending on where the partnership operates (using Lagos as an example, but would need to be adjusted based on specific state)
Nigerian Investment Promotion Commission Act: Regulations regarding foreign investment and participation in Nigerian businesses, relevant if any partners are non-Nigerian
Companies Income Tax Act: Tax regulations affecting business partnerships and their profit distribution
Personal Income Tax Act: Regulations governing the taxation of individual partners' income from the partnership
Value Added Tax Act: Regulations regarding VAT obligations for partnership operations and transactions
Federal Competition and Consumer Protection Act 2018: Regulations governing fair business practices and competition law that may affect partnership operations
Labour Act: Employment laws that will affect the partnership's dealings with employees and workers
Nigerian Data Protection Regulation 2019: Regulations regarding data protection and privacy that the partnership must comply with in its 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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