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The Contract For LLC Partnership serves as the foundational document for establishing and operating a Limited Liability Company Partnership in Nigeria. This document is essential when two or more parties wish to combine their resources and expertise while benefiting from limited liability protection under Nigerian law. It becomes particularly relevant when businesses seek to formalize their partnership structure while complying with the Companies and Allied Matters Act (CAMA) 2020 and other relevant Nigerian legislation. The agreement comprehensively addresses capital contributions, ownership stakes, management rights, profit distribution, and exit mechanisms, making it suitable for both domestic and foreign investors looking to establish business operations in Nigeria.

1. Parties: Identification of all partners/members entering into the LLC partnership, including their full legal names, addresses, and registration details for corporate partners

2. Background: Context of the partnership formation, business purpose, and intention to form an LLC partnership under Nigerian law

3. Definitions: Definitions of key terms used throughout the agreement

4. Formation and Name: Details of LLC partnership formation, registered name, and business commencement date

5. Business Purpose: Detailed description of the partnership's business activities and objectives

6. Capital Contributions: Initial and subsequent capital contributions of each partner, including valuation of non-cash contributions

7. Ownership Interests: Allocation of ownership percentages and units among partners

8. Management Structure: Management framework, appointment of managers, and decision-making processes

9. Meetings and Voting: Procedures for partner meetings, voting rights, and quorum requirements

10. Profit and Loss Distribution: Method of allocating profits and losses among partners

11. Books and Records: Requirements for maintaining financial records and partner access rights

12. Transfer Restrictions: Limitations on transfer of partnership interests and right of first refusal provisions

13. Withdrawal and Dissolution: Process for partner withdrawal and partnership dissolution

14. Dispute Resolution: Procedures for resolving disputes between partners

15. Governing Law: Specification of Nigerian law as governing law and jurisdiction

16. Amendment Process: Procedures for modifying the partnership agreement

17. Notices: Communication procedures between partners and the partnership