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Terms And Conditions Of Partnership Deed

Terms And Conditions Of Partnership Deed Template for Nigeria

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Terms And Conditions Of Partnership Deed

"I need a Terms And Conditions Of Partnership Deed for a Lagos-based law firm partnership between three senior lawyers, with specific provisions for profit sharing based on seniority and client introduction (80:10:10 split), to commence from March 1, 2025."

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Document background
The Terms And Conditions Of Partnership Deed is a crucial legal document used in Nigeria when establishing a formal business partnership between two or more parties. This document becomes necessary when individuals or entities decide to combine their resources, expertise, and efforts to conduct business together under Nigerian law. It draws its legal foundation from the Partnership Act of 1890 (as applied in Nigeria) and various state partnership laws. The deed covers essential aspects such as capital contributions, profit-sharing ratios, management responsibilities, and dispute resolution mechanisms. It should be prepared with careful consideration of Nigerian business regulations, tax implications, and local commercial practices. The document serves as both a operational guide for the partnership and a legal safeguard for all partners involved, ensuring clear understanding of rights, obligations, and procedures throughout the partnership's lifecycle.
Suggested Sections

1. Parties: Details of all partners entering into the partnership agreement

2. Background: Context of the partnership formation and partners' intentions

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

4. Partnership Name and Business: Official name of the partnership and nature of business to be conducted

5. Commencement and Duration: Start date and term of the partnership

6. Place of Business: Principal place of business and any branch locations

7. Capital Contributions: Initial and subsequent capital contributions by each partner

8. Profit and Loss Sharing: Distribution of profits and losses among partners

9. Banking and Finance: Banking arrangements and financial management procedures

10. Management and Decision Making: Partnership management structure and decision-making processes

11. Partners' Duties and Obligations: Rights, responsibilities, and restrictions on partners

12. Meetings and Resolutions: Procedures for partnership meetings and decision documentation

13. Books of Account and Audit: Financial record-keeping requirements and audit procedures

14. Addition of New Partners: Process for admitting new partners to the partnership

15. Retirement and Resignation: Procedures for partner retirement or voluntary exit

16. Death or Incapacity: Procedures following death or incapacity of a partner

17. Dissolution and Winding Up: Circumstances and procedures for partnership dissolution

18. Dispute Resolution: Methods for resolving disputes between partners

19. Governing Law: Specification of Nigerian law as governing law

20. General Provisions: Miscellaneous legal provisions including notices, amendments, etc.

Optional Sections

1. Intellectual Property Rights: Ownership and management of IP created during partnership - include if business involves creative work or innovations

2. Non-Competition and Non-Solicitation: Restrictions on competitive activities - include for professional services or specialized trade partnerships

3. International Operations: Provisions for international business activities - include if operating across borders

4. Good Faith and Fair Dealing: Additional ethical obligations - include for high-trust or professional partnerships

5. Insurance: Required insurance coverage - include for high-risk businesses or professional services

6. Environmental Compliance: Environmental responsibilities - include for manufacturing or resource-based businesses

7. Technology and Data Protection: Digital assets and data handling - include for technology-based businesses

8. Staff and Employment: Employee management policies - include if partnership will have employees

Suggested Schedules

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

2. Schedule 2 - Profit Sharing Ratios: Detailed profit and loss sharing arrangements including any special allocations

3. Schedule 3 - Partners' Authority Limits: Specific financial and operational authority limits for each partner

4. Schedule 4 - Business Plan: Initial business plan and strategic objectives

5. Schedule 5 - Property and Assets: List of partnership property and assets including valuations

6. Appendix A - Partner Details: Detailed information about each partner including contact details and qualifications

7. Appendix B - Banking Arrangements: Details of bank accounts and banking procedures

8. Appendix C - Accounting Policies: Specific accounting policies and procedures to be followed

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
Accounting Period
Accounting Year
Act
Applicable Law
Assets
Authorized Representative
Banking Day
Business
Business Day
Business Hours
Business Name
Business Plan
Capital Account
Capital Contribution
Commencement Date
Confidential Information
Current Account
Default Event
Defaulting Partner
Drawing Account
Effective Date
Financial Year
Force Majeure Event
Governing Law
Initial Capital
Intellectual Property Rights
Majority Decision
Managing Partner
Material Breach
Net Profits
Net Losses
Notice
Ordinary Resolution
Partners
Partnership
Partnership Assets
Partnership Capital
Partnership Property
Place of Business
Profit and Loss Account
Profit Sharing Ratio
Quarter
Registered Office
Related Party
Reserved Matters
Senior Partner
Special Resolution
State
Term
Territory
Third Party
Unanimous Decision
Working Capital
Clauses
Interpretation
Partnership Formation
Duration
Business Scope
Capital Contribution
Additional Capital
Profit and Loss Sharing
Banking Arrangements
Management Rights
Decision Making
Partner Obligations
Non-Competition
Confidentiality
Intellectual Property
Financial Records
Audit Rights
Partner Meetings
Voting Rights
Reserved Matters
Partner Admission
Partner Retirement
Partner Expulsion
Death and Incapacity
Valuation
Transfer of Interest
First Right of Refusal
Exit Provisions
Dissolution
Winding Up
Force Majeure
Dispute Resolution
Arbitration
Governing Law
Notices
Amendment
Assignment
Severability
Entire Agreement
Good Faith
Indemnification
Insurance
Compliance
Anti-Money Laundering
Data Protection
Environmental Compliance
Force Majeure
Representations and Warranties
Relevant Industries

Professional Services

Legal Services

Accounting and Financial Services

Medical Practices

Retail and Trading

Construction and Real Estate

Manufacturing

Agriculture

Technology and IT Services

Consulting Services

Food and Beverage

Transportation and Logistics

Education and Training

Relevant Teams

Legal

Finance

Compliance

Risk Management

Operations

Business Development

Corporate Secretariat

Administrative

Executive Leadership

Partnership Management

Relevant Roles

Managing Partner

Senior Partner

Business Owner

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Company Secretary

Business Development Manager

Finance Director

Operations Manager

Risk Manager

Compliance Officer

Professional Partner

General Counsel

Partnership Administrator

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: Governs business registration and operations in Nigeria, including requirements for business names registration for partnerships
Partnership Laws of Nigerian States: State-specific partnership laws that may apply depending on where the partnership operates
Nigerian Contract Law: General principles of contract law that govern the formation and enforcement of the partnership agreement
Federal Inland Revenue Service (Establishment) Act 2007: Governs taxation of partnerships and partners' individual tax obligations
Investment and Securities Act 2007: Relevant if the partnership will be involved in securities or investment activities
Arbitration and Conciliation Act: Important for including dispute resolution mechanisms in the partnership agreement
Money Laundering (Prevention and Prohibition) Act 2022: Compliance requirements for partnerships regarding financial transactions and reporting
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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