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receives back or withdraws his contribution to the partnership he is liable for the debt and obligation of the value so withdrawn.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 hello@618bees.com, 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.

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Frequently Asked

  • When are Annual Returns due for filing?

    A company’s first Annual Returns are due for filing after 18 months of its inception, subsequently it should be filed annually as the name implies. The filing dates could differ for each company depending on their financial year end but must be filed not later than 42 days after its Annual General Meeting.

    The Annual Returns for Business Names is due not later than the 30th of June each year except in the year the business was registered.
  • Do I need a Company Secretary?

    A limited liability company (LLC) must not have a company secretary.
  • Why is mutual assent important in a contract?

    This is one of the key elements of a contract because is shows the meeting of the minds of both parties
  • Is there a penalty for late renewal of registration of products with NAFDAC?

    Yes, there is a late renewal fee, which is dependent on the category of the product.
  • Can I use the data collected legally for one purpose for another purpose?

    No, you can’t use the data collected for one purpose for a different purpose.
  • Can an industrial design be sold?

    An industrial design is a company asset and the right to sell is in the hands of the registered owner.
  • When can I start renewal of the registration of my product(s) with NAFDAC?

    You can start renewal 6 months to the date of expiry.
  • What’s the difference between a business name and an LLC?

    • A business name is a sole proprietorship, usually owned and managed by one individual only. Legally, the sole proprietor and his business are one. It simply means an individual trading with an alias. The sole proprietor is personally liable for all business related obligations.

    • A limited liability company on the other hand is a separate business entity from the individuals that hold its shares and act as directors. Legally, it’s a separate business entity and a person on its own who can transact business, own property separate from its owners and can sue or be sued. 
  • 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.
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