Partnership agreement in Nigeria: Template, Key Clauses and Local Law (2026)

What a partnership is in Nigeria In Nigeria a partnership is a business carried on by two or more persons with a view to profit. The legal picture changed with the Companies and Allied Matters Act 2020 (CAMA 2020), which, read with the Companies Regulations 2021, introduced two new registered forms alongside the general partnership: the limited liability partnership (LLP) and the limited partnership (LP). Before CAMA 2020, partnerships were governed by received English law from the Partnership Act 1890 and by state partnership laws, such as the Partnership Law of Lagos State 2009, which still matter for general partnerships at state level. The choice of form drives liability. A general partnership is not a separate legal person, so the partners are personally liable for the firm's debts. An LLP is a separate legal person that can sue, be sued and own property in its own name, and the partners' liability is limited. An LP has at least one general partner with full liability and at least one limited partner whose exposure is capped at their contribution. The LLP and LP forms are registered with the Corporate Affairs Commission (CAC). This page is general information, not legal advice. CAMA 2020, the Companies Regulations and state partnership laws apply together, so confirm the current CAC procedure and your state's rules before you file. ## What Nigerian law requires - Forms under CAMA 2020. The recognised forms are the general partnership, the limited liability partnership and the limited partnership. The LLP and LP are registered with the CAC.

• Limited liability partnership (LLP). An LLP is a separate legal person. It needs at least two partners and at least two designated partners, with a residency or citizenship requirement for at least one of them, so check the current rule. A body corporate can be a partner.
• Limited partnership (LP). An LP needs at least one general partner, who is liable for the firm's debts, and at least one limited partner. The number of partners in an LP is capped at 20.
• General partnership. A general partnership at state level is governed by the applicable state partnership law, such as the Lagos State Partnership Law 2009, and by common law principles. Partners are personally and jointly liable.
• Registration. The CAC administers registration of LLPs and LPs under CAMA 2020 and the Companies Regulations 2021, with prescribed forms and fees. ## The clauses that differ in Nigeria - Form and liability. State clearly whether this is a general partnership, an LLP or an LP, because that fixes liability and registration.
• CAC registration. For an LLP or LP, provide for registration with the CAC and for the designated partners an LLP requires.
• State law. For a general partnership, note the governing state partnership law.
• Continuity. Address what happens on the death or withdrawal of a partner, since a general partnership can otherwise dissolve. ## A Nigeria partnership agreement template you can adapt ``` PARTNERSHIP AGREEMENT Made on [date] at [city], Nigeria, between:

1. [Full name, address] - [general / limited / designated] partner
2. [Full name, address] - [general / limited / designated] partner 1. FORM AND BUSINESS The partners carry on the business of [activity] as a [general partnership under the [State] Partnership Law / limited liability partnership / limited partnership] registered with the Corporate Affairs Commission where required. 2. NAME AND PLACE The partnership name is [name] [+ "LLP" or "LP" where applicable]. Its principal place of business is [address]. 3. DURATION The partnership begins on [date] and continues until dissolved under this agreement. 4. CAPITAL AND CONTRIBUTIONS The capital is NGN[amount]. Contributions: [Partner] [amount / asset], [Partner] [amount / asset]. [For a limited partner, state the contribution and that liability is limited to it.] 5. PROFITS AND LOSSES Profits and losses are shared [equally] / [as follows: [shares]]. Drawings are limited to [amount] per [period]. 6. MANAGEMENT The partnership is managed by [named partner(s) / designated partners]. Decisions on the following need [unanimous / majority] consent: [borrowing, disposing of assets, admitting a partner, large contracts]. [A limited partner does not take part in management.] 7. DESIGNATED PARTNERS (LLP ONLY) The designated partners are [names], responsible for the LLP's compliance and filings with the CAC. At least [one] is [resident in Nigeria / a Nigerian citizen] as required. 8. BANKING AND BOOKS The partnership keeps proper books and a bank account in the partnership name. Payments above [amount] need [two] signatures. 9. ADMISSION, RETIREMENT AND DEATH A new partner joins only with [unanimous] consent. A partner may retire on [number] months written notice. On retirement, death or insolvency, the remaining partners may continue the business and buy out the outgoing share, valued by [method]. 10. DISSOLUTION On dissolution, assets pay outside creditors first, then partner loans, then capital, then any surplus is shared per clause 5. 11. GOVERNING LAW AND DISPUTES Governed by the laws of the Federal Republic of Nigeria [and [State]]. Disputes go to [arbitration / the courts]. SIGNED [Partner] ____________ [Partner] ____________

- An LLP without the required designated partners, or missing the residency or citizenship requirement.
- A limited partner in an LP who takes part in management, which can strip the liability protection.
- Forgetting CAC registration for an LLP or LP, or the governing state law for a general partnership.
- No continuity clause, so a partner's death can dissolve a general partnership. ## Keeping a partnership agreement alive A partnership agreement is not a one time job. Partners join and leave, capital changes, an LLP has CAC filings and designated partner duties to keep current, and a management or continuity clause only matters when a large decision or a death arrives. The work that outlasts the signing is keeping the current agreement, the registration and the partners' agreed powers in step, and knowing which clause governs when the partners disagree. That is the same problem any business has with its contracts, and a partnership makes it personal. Drafting from a clear template, spotting a clause that leaves a partner over exposed, editing a term in plain language and holding every version with its date can live in one AI workspace tuned to how your company contracts. [Adira](https://adiralaw.com) is built around that single workspace idea, deepest today on Indian corporate law, with Nigeria coverage on its roadmap rather than fully built, so treat its Nigerian depth as developing. For this partnership, the template and the local law points above stand on their own; the idea worth borrowing is that a contract and the filings around it are easier to trust when they live in one place.