The recently enacted Companies and Allied Matters Act 2020 (the “CAMA 2020”) has introduced limited liability partnerships (“LLP”) and limited partnerships (“LP”) into Nigerian companies law and this is a very welcome development which reflects global practice. Individuals and corporate entities can register LLPs and LPs. There must be a minimum of two partners and while LPs cannot exceed 20 partners, there is no maximum number of partners for LLPs. Every LLP must have at least two partners known as “designated partners” who are responsible for ensuring compliance with the provisions of the CAMA 2020 and will be liable for any contravention of the CAMA 2020 by the LLP. An LP must have a partner known as a “general partner” who has an unlimited liability for all debts and obligations of the partnership. Other partners in an LP are the “limited partners” and their liability for the debts and obligations of the partnership is limited to the sums they contributed or agreed to contribute at the time of joining the partnership.
The CAMA 2020 does not limit the types of businesses the LP and the LLP can undertake and does not appear to prescribe any minimum capital thresholds for either.
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