Partnership Agreement - Template, Sample Form Pro · NG-law

PARTNERSHIP AGREEMENT

THIS PARTNERSHIP AGREEMENT (the "Agreement") is made on ________.

BETWEEN

________, of ________ (the "First Partner");

AND

________, of ________ (the "Second Partner").

The First Partner and the Second Partner are hereinafter referred to individually as a "Partner" and collectively as the "Partners" or the "Parties".

WHEREAS:

(A) The Partners desire to carry on business in common with a view to profit as a partnership in accordance with the Partnership Law applicable in ________ and, where applicable, the Companies and Allied Matters Act 2020 ("CAMA 2020");

(B) The Partners have agreed to register the business name in accordance with Part E of CAMA 2020 and to record the terms governing the partnership in this Agreement.

NOW IN CONSIDERATION of the mutual covenants, promises and other valuable consideration contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

§1. NAME OF BUSINESS

1.1 The partnership business shall be carried on under the name and style of ________ (the "Partnership").

1.2 The Partners shall cause the business name to be registered with the Corporate Affairs Commission in accordance with Sections 814 to 822 of CAMA 2020 and shall renew and maintain such registration for the duration of this Agreement.

§2. PLACE OF BUSINESS

2.1 The principal place of business of the Partnership shall be situate at ________, or at such other place(s) as the Partners may from time to time agree in writing.

§3. PURPOSE OF THE BUSINESS

3.1 The purpose and nature of the business of the Partnership shall be: ________, together with any other lawful business incidental thereto as the Partners may agree.

§4. COMMENCEMENT AND TERM

4.1 The Partnership shall commence on ________ and shall continue until terminated in accordance with the provisions of this Agreement or by operation of law.

§5. STATUS AND LIABILITY OF THE PARTNERS

5.1 Unless the Partnership is registered as a limited partnership or limited liability partnership under the applicable law of ________, the Partners acknowledge that, as a general partnership, every Partner is jointly and severally liable with the other Partner(s) for the debts and obligations of the Partnership incurred while a Partner.

5.2 As between themselves, the Partners shall bear and contribute towards the losses, debts and liabilities of the Partnership in the proportions set out in §8 of this Agreement.

§6. DUTIES AND OBLIGATIONS OF THE PARTNERS

6.1 The obligations of each Partner shall include:

(a) to devote such time and attention to the business of the Partnership as may reasonably be required for its proper conduct;

(b) to act in good faith and to be loyal to the Partnership, and not to engage, whether directly or indirectly, in any business which competes with or conflicts with the interests of the Partnership without the prior written consent of the other Partner(s);

(c) to render true accounts and full information of all matters affecting the Partnership, and to account for and disclose any benefit derived from any transaction concerning the Partnership, its property, name or business connection;

(d) to comply with all applicable laws, including the Personal Income Tax Act, the Finance Acts and the regulations of the relevant tax authority.

§7. CAPITAL CONTRIBUTION

7.1 Each Partner shall contribute capital to the Partnership as follows:

(a) ________: ₦________ (________);

(b) ________: ₦________ (________).

7.2 All contributions shall be paid in full on or before ________.

7.3 No Partner shall withdraw any portion of the capital of the Partnership without the express prior written consent of the other Partner(s).

7.4 The Partners may contribute such additional capital in money, property or services as they may agree from time to time, acting reasonably.

7.5 All decisions regarding the distribution of profits and losses, additional contributions and other financial matters shall be decided by a majority vote of the Partners, save where this Agreement requires unanimity.

§8. OWNERSHIP INTEREST

8.1 The ownership interest of the Partners in the Partnership shall be as follows:

(a) ________: ________% (________ percent);

(b) ________: ________% (________ percent).

§9. PROFIT AND LOSS DISTRIBUTION

9.1 The net profits and losses of the Partnership shall accrue to and be borne by the Partners in proportion to their respective ownership interests set out in §8, unless otherwise agreed in writing.

9.2 Profits and losses shall be ascertained and distributed at such intervals as the Partners may agree, being not less frequently than ________.

§10. BOOKS OF ACCOUNT

10.1 The Partnership shall keep accurate and complete books of account of all its transactions, which shall be kept at the principal place of business and shall be open to inspection and examination by any Partner at all reasonable times.

§11. ANNUAL REPORT

11.1 At each accounting year end the Partnership shall furnish to each Partner an annual report showing the full account of the Partnership, which shall include but not be limited to:

(a) a statement of each Partner's income;

(b) a copy of the Partnership's income tax returns for that accounting year;

(c) a breakdown of the profit and loss attributable to each Partner; and

(d) any additional information that the Partners may reasonably require.

§12. ACCOUNTING YEAR

12.1 The accounting year of the Partnership shall end on ________ in each year.

§13. AUDIT

13.1 Any Partner shall have the right to require that the books of the Partnership be audited.

13.2 The cost of any such audit shall be borne by the Partnership.

13.3 The books and records of the Partnership shall in any event be audited at intervals of not less than ________ by an independent firm of chartered accountants.

§14. BANK ACCOUNTS

14.1 The Partnership shall maintain one or more bank accounts in the name of the Partnership at ________.

14.2 All monies belonging to the Partnership shall be paid into such account(s), and the mandate and signatories thereto shall be as the Partners may agree in writing.

14.3 The Partnership may maintain additional bank account(s) as agreed by the Partners.

§15. CAPITAL ACCOUNTS

15.1 A separate capital account shall be maintained for each Partner, to which their initial and any additional contributions shall be credited.

§16. MANAGEMENT AND AUTHORITY

16.1 Except as otherwise agreed by the Partners, all actions and decisions regarding the management, operation and control of the Partnership and its business shall be taken by all the Partners.

§17. MEETINGS

17.1 Subject to the provisions of this Agreement, all decisions of the Partners shall be by a majority vote of the Partners.

17.2 The votes of each Partner shall be in proportion to their ownership interest in the Partnership.

17.3 The quorum for a meeting of the Partners shall be 2 (two) Partners.

17.4 Meetings shall be convened at regular intervals on reasonable notice to all Partners specifying the agenda.

17.5 Any Partner may call a special meeting to address matters requiring a vote, on reasonable notice to all Partners.

17.6 All meetings shall be held at a reasonable time and location, and may be held by electronic means where the Partners so agree.

§18. AUTHORITY TO BIND THE PARTNERSHIP

18.1 All decisions binding the Partnership in any contract shall require a majority vote of the Partners, save that no single Partner shall bind the Partnership in any transaction exceeding ₦________ without the prior written consent of the other Partner(s).

§19. INVOLUNTARY WITHDRAWAL OF A PARTNER

19.1 A Partner may be withdrawn involuntarily from the Partnership upon the occurrence of any of the following:

(a) the Partner becomes a person of unsound mind;

(b) the Partner suffers serious ill health or disability preventing reasonable participation in the Partnership;

(c) any material breach by the Partner of their fiduciary duties or of this Agreement;

(d) the expulsion of the Partner in accordance with this Agreement;

(e) the conviction of the Partner of a criminal offence involving fraud or dishonesty;

(f) the death of the Partner;

(g) the Partner becoming bankrupt or insolvent.

19.2 Unless the remaining Partner(s) elect in writing to continue the Partnership and to acquire the interest of the outgoing Partner, the involuntary withdrawal of a Partner shall result in the dissolution of the Partnership.

§20. VOLUNTARY WITHDRAWAL OF A PARTNER

20.1 A Partner may withdraw voluntarily from the Partnership upon giving not less than ________ prior written notice to the other Partner(s).

20.2 Upon such voluntary withdrawal, the remaining Partner(s) shall have the right of first refusal to purchase the interest of the withdrawing Partner at its fair market value as determined under §21.4.

§21. DISSOLUTION AND WINDING UP

21.1 Except as otherwise provided in this Agreement, the Partnership may be dissolved by the majority vote of the Partners.

21.2 On dissolution, the Partners shall share the remaining assets and liabilities in proportion to their respective ownership interests under §8.

21.3 Upon winding up, the assets of the Partnership and the proceeds thereof shall be applied in the following order of priority:

(a) in payment of the debts and liabilities of the Partnership owing to third parties;

(b) in reimbursement of expenses incurred in the dissolution and winding up of the Partnership;

(c) in repayment of advances and capital contributions made by the Partners; and

(d) the balance (if any) to the Partners in accordance with their entitlements under this Agreement.

21.4 In the absence of any other written agreement, the value of all tangible and intangible assets of the Partnership shall be assessed on a fair market value basis by a firm of chartered accountants or valuers agreed by the Partners.

§22. AMENDMENT AND WAIVER

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§23. ASSIGNMENT

23.1 No Partner shall assign or transfer any of their rights or obligations under this Agreement to any third party without the prior written consent of the other Partner(s).

§24. CONFIDENTIALITY AND DATA PROTECTION

24.1 The Partners undertake not to disclose or communicate to any person any confidential information relating to the Partnership, this Agreement or its business which may come to their knowledge, save as required by law or by the proper conduct of the business.

24.2 The Partners shall use their best endeavours to prevent the unauthorised publication or disclosure of any such confidential information.

24.3 In the processing of any personal data in the course of the Partnership business, the Partners shall comply with the Nigeria Data Protection Act 2023 and all subsidiary regulations made thereunder.

§25. NON-COMPETE

25.1 During the subsistence of the Partnership, no Partner shall, without the prior written consent of the other Partner(s), engage in any business that competes with the business of the Partnership within ________.

§26. NOTICES

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§27. DISPUTE RESOLUTION

27.1 In the event of any dispute, controversy or claim arising out of or in connection with this Agreement, the Parties shall first endeavour to resolve the same amicably through mutual negotiation.

27.2 Where such dispute is not resolved amicably within ________ of being raised, the dispute shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Mediation Act 2023. The seat of arbitration shall be ________, the arbitration shall be conducted by a sole arbitrator agreed by the Parties, and the language of the arbitration shall be English.

§28. GOVERNING LAW AND JURISDICTION

28.1 This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.

28.2 Subject to §27, the Parties submit to the exclusive jurisdiction of the courts of the Federal Republic of Nigeria sitting at ________ in respect of any matter arising out of or in connection with this Agreement.

§29. ENTIRE AGREEMENT

29.1 This Agreement, together with any document referred to herein, constitutes the entire agreement between the Parties and supersedes all prior written or oral agreements, understandings and arrangements between them.

§30. SEVERABILITY

30.1 Each provision of this Agreement is severable. If any provision is or becomes invalid, illegal or unenforceable, such invalidity shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect.

§31. COUNTERPARTS

31.1 This Agreement may be executed in any number of counterparts, each of which when executed shall be an original, and all of which together shall constitute one and the same agreement.

IN WITNESS WHEREOF the Parties have executed this Agreement on the day and year first above written.

SIGNED by the within named First Partner ________

__________________________

in the presence of:

Name: ________

Address: ________

Occupation: ________

Signature: __________________________

SIGNED by the within named Second Partner ________

__________________________

in the presence of:

Name: ________

Address: ________

Occupation: ________

Signature: __________________________