Registration of a Limited Partnership in Nigeria

A limited partnership is a partnership arrangement between one or more partners called the general partners who shall be responsible for the obligations and management of the partnership and one or more persons who are limited partners. A limited partner contributes the value for the limited partnership.

A partner in a limited partner can be an individual or a Corporate body and each partner is required to contribute the value either in property or in cash of a stated amount agreed to be contributed. A partner in this type of company shall not be liable for any debt of obligation beyond what he contributed or agreed to be contributed. He would however, be liable if under an agreement he has the obligation to do so. A partner here cannot withdraw or receive back the value he/she contributed for the company unless it is agreed by all the other partners. In a case where, he/she receives back or withdraws his contribution to the partnership he is liable for the debt and obligation of the value so withdrawn.

A limited partner cannot take part in the management of the limited partnership. The general partner is the one who manages the company but where the limited partner takes on the role of management, he is responsible for any obligation or debt so incurred during his period of management. A limited partner can either by himself or through his agent inspect the business and proffer advise. The partnership of a limited partner is not dissolved upon death or lunacy. In the case of lunacy there is an exception that it can be dissolved where the share cannot be ascertained or realised.

Lastly, a limited partnership cannot be made up of more than twenty persons.

A limited partnership registration is advisable for investors that do not want to be involved with the running of the business but have a common goal to make profit in a specific type of business or businesses. The liability of the general partners makes them accountable to the limited partners.

See section 795 of the Companies and Allied Matters Act (CAMA) 2020 LFN for reference.

Team 618 Bees

618 Bees can help you quickly and easily help you register a Limited Partnership in Nigeria. Log on to our website www.618bees.comor email hello@618bees.com, or give us a call on +2349017190079. 618 Bees will complete your registration with the Corporate Affairs Commission (CAC).

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