Partnership Operating Agreement Template for Nigeria

The Partnership Operating Agreement serves as the foundational document for business partnerships in Nigeria, structured in accordance with the Partnership Act and CAMA 2020. This document becomes necessary when two or more parties decide to form a business partnership, whether as a new venture or restructuring an existing business. It outlines the complete operational framework, including capital structure, management responsibilities, profit sharing, and exit procedures. The agreement is particularly crucial in the Nigerian business environment where partnerships must navigate both federal and state-level regulations. It provides legal protection for all partners and establishes clear guidelines for business operations, dispute resolution, and partnership changes. The document should be customized to reflect specific business needs while ensuring compliance with Nigerian partnership laws and regulations.

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

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

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

4. Partnership Formation and Term: Establishes the partnership's commencement date, term, and nature of business

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

6. Ownership Interests: Specifies each partner's percentage ownership and profit/loss sharing ratios

7. Management and Decision Making: Outlines management structure, voting rights, and decision-making processes

8. Partners' Rights and Obligations: Details the rights, duties, and responsibilities of all partners

9. Financial Affairs: Covers accounting practices, banking, financial records, and distribution of profits

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

11. Transfer of Partnership Interests: Rules governing the transfer of partnership interests to third parties

12. Admission of New Partners: Process and requirements for admitting new partners

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

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

15. Dispute Resolution: Methods for resolving disputes between partners

16. Governing Law: Specifies Nigerian law as governing law and relevant jurisdiction

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