Private Limited Company Partnership Agreement Template for Nigeria

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Key Requirements PROMPT example:

Private Limited Company Partnership Agreement

"I need a Private Limited Company Partnership Agreement for a tech startup in Lagos, with three equal partners (two local and one foreign investor), including specific provisions for intellectual property protection and future funding rounds planned for March 2025."

Document background
The Private Limited Company Partnership Agreement is a crucial document used when two or more parties wish to establish a formal business partnership within a private limited company structure in Nigeria. This document is essential for businesses operating under Nigerian law, particularly in compliance with CAMA 2020 and regulations set by the Corporate Affairs Commission. It should be used when forming a new private limited company with multiple shareholders or when formalizing the relationship between existing shareholders. The agreement comprehensively covers aspects such as capital investment, profit sharing, management rights, share transfer restrictions, and dispute resolution mechanisms. It provides legal protection for all parties involved and serves as a reference point for the company's operations throughout its lifecycle. The document is particularly important in the Nigerian business context, where clear partnership terms are crucial for successful business operations and regulatory compliance.
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 and Interpretation: Definitions of key terms used throughout the agreement and rules of interpretation

4. Formation and Business Purpose: Details of partnership formation, business objectives, and scope of activities

5. Capital Contributions: Initial and subsequent capital contributions from each partner

6. Ownership and Shareholding: Distribution of shares and ownership rights among partners

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

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

9. Financial Matters: Financial management, profit distribution, and loss sharing arrangements

10. Transfer of Shares: Procedures and restrictions for transferring ownership interests

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

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

13. Termination and Exit: Conditions and procedures for partnership termination or partner exit

14. Dispute Resolution: Procedures for resolving disputes between partners

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

Optional Sections

1. Intellectual Property Rights: Provisions regarding ownership and use of intellectual property, necessary when IP is a significant business asset

2. Non-Competition and Confidentiality: Restrictions on competitive activities and protection of confidential information, important for knowledge-based businesses

3. Tag-Along and Drag-Along Rights: Special rights regarding share sales, relevant for partnerships with potential exit strategies

4. External Investment: Provisions for accepting external investment or new partners, useful for growth-oriented businesses

5. Employee Share Schemes: Framework for employee share ownership, relevant if planning to offer equity to employees

6. Special Voting Rights: Additional voting rights or veto powers for certain partners, useful for partnerships with unequal management control

7. Foreign Investment Provisions: Special provisions required when foreign partners are involved, ensuring compliance with NIPC regulations

Suggested Schedules

1. Schedule 1: Capital Contributions: Detailed breakdown of each partner's initial and committed capital contributions

2. Schedule 2: Shareholding Structure: Detailed share allocation and classes of shares

3. Schedule 3: Business Plan: Initial business plan and strategic objectives

4. Schedule 4: Management Structure: Detailed organizational structure and management roles

5. Schedule 5: Reserved Matters: List of decisions requiring special majority or unanimous consent

6. Appendix A: Company Registration Documents: Copies of CAC registration and other statutory documents

7. Appendix B: Partner Information: Detailed information about each partner, including contact details and representatives

8. Appendix C: Accounting Principles: Agreed accounting policies and procedures

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

Relevant legal definitions
Clauses
Relevant Industries

Technology

Manufacturing

Real Estate

Professional Services

Retail

Agriculture

Financial Services

Healthcare

Education

Construction

Energy

Telecommunications

Transportation

Hospitality

Mining

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Finance

Compliance

Business Development

Risk Management

Corporate Affairs

Investment

Operations

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Legal Counsel

Chief Financial Officer

Business Development Manager

Corporate Lawyer

Compliance Officer

Board Member

Director of Operations

Partnership Manager

Investment Manager

Risk Manager

Corporate Governance Officer

Shareholder Relations Manager

Industries
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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