Registration of a Limited Partnership in Nigeria

Registration of a Limited Partnership in Nigeria

August 06, 2021

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receives back or withdraws his contribution to the partnership he is liable for the debt and obligation of the value so withdrawn.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, or give us a call on +2349017190079. 618 Bees will complete your registration with the Corporate Affairs Commission (CAC).


The information in this blog post (“post”) is provided for general informational purposes only, no information contained in this post should be construed as legal advice, nor is it intended to be a substitute for legal counsel on any subject matter. No reader of this post should act or refrain from acting on the basis of any information included in, or accessible through this post without seeking the appropriate legal or professional advice from the particular facts and circumstances at issue from a lawyer. This post is protected by intellectual property law and regulations. It may however be shared using appropriate sharing tools provided that our authorship is always acknowledged and this Disclaimer Notice attached.

More Articles


Connect With Us

Got any questions?

If you are having any questions, please feel free to ask.

Send us an email

Frequently Asked

  • What additional documents do I require to file my Annual Returns?
  • What is the first thing I must do to register a business in Nigeria?

    To register a business in Nigeria; you would need to conduct a name search of the business. You can achieve this using your CAC-CRP account.

  • What is an execution clause in a contract?

    This is the section in which the parties sign the contract or agreement.

  • If I have NAFDAC Registration number, do I still need SON registration number?

    SON Product Registration scheme is mandatory for all SON’s regulated products as mandated by SON Act 56 of 1971, 20 of 1984, 18 of 1990 as amended.

    This is irrespective of the registration done by NAFDAC

  • What is classified as personal data?

    Name, photograph, personal health/bio information, account/financial information, phone number, Address, date of birth, place of birth, Email address, etc.

  • What is the difference between licensing and assigning a patent?

    Licensing a patent means granting permission to another individual or organisation to make, use as well as sell the creation that has been protected by patent.

    A patent assignment on the other hand, is a finished exchange of patent rights starting with one individual then onto another person.

  • Can I process/register multiple products at NAFDAC at the same time?

    Yes, you can process/register multiple products at the same time

  • How many directors do I need to start a company?

    A minimum number of one (1) adult director is required to form a company.

  • Why do I need a trademark?

    You need to register your trademark because if you don’t register it, someone else can! It helps identify you as the source and indicates a consistent level of quality of your products and services. Securing a registered trademark protects your brand, and provides you with tools to prevent someone else from using similar signs and riding off the back of your business.

Call Us Now on +234 901 719 0079 Chat on WhatsApp