The sections, word for word
Every section on this subject, exactly as printed in the Official Gazette (Act No. 3 of 2020). The explanation follows beneath.
Section 795. Constitution of limited partnerships
(1) Limited partnerships may be formed in the manner and subject to the conditions set out in this Part.
(2) A limited partnership shall not consist of more than 20 persons.
(3) A limited partnership shall consist of one or more persons called general partners, who shall be liable for all debts and obligations of the firm, and one or more persons called limited partners.
(4) Each limited partner shall at the time of entering into the partnership contribute, or agree to contribute, thereto a sum or sums as capital or property valued at a stated amount and shall not be liable for the debts of obligations of the firm, beyond the amount so contributed or agreed to be contributed : Provided that a limited partner is not under obligation to contribute any capital or property to the partnership where the partners have so agreed in writing.
(5) Unless otherwise agreed in writing by the partners, a limited partner shall not, during the continuance of the partnership, either directly or indirectly, draw out or receive back any part of his contribution and if he draws, out or receives back any such part, is liable for the debts and obligations of the partnership up to the amount so drawn out or received back.
Section 796. Partners in a limited partnership
An individual or body corporate may be a partner in a limited partnership: Provided that an individual shall not become a partner of a limited partnership, if he is—
(a) of unsound mind and has been so found by a court in Nigeria or elsewhere ; or
(b) an undischarged bankrupt.
Section 797. Limited partnership to be registered
(1) A partnership carrying on business as a limited partnership must be registered as such in accordance with the provisions of this Part.
(2) A partnership not registered as prescribed in subsection (1) shall be deemed to be a general partnership and every limited partner shall be deemed to be a general partner.
Section 798. Application for registration
(1) An application for registration as a limited partnership shall be in the form as prescribed by the Commission and shall—
(a) specify the name under which the limited partnership is to be registered ;
(b) be signed or otherwise authenticated by or on behalf of each partner, and
(c) include a statement containing the details listed in subsection (2).
(2) The application for registration of a limited partnership shall include a statement signed by the partners which shall contain —
(a) the name of the limited partnership ;
(b) the general nature of the business ;
(c) the principal place of business ;
(d) the full name and address of each general partner ;
(e) the full name and address of each limited partner ; (f ) the term if any, for which the partnership is entered into and the date of its commencement ;
(g) a statement that the partnership is limited and the description of every limited partner as such ; and
(h) the sum contributed, or agreed to be contributed by each limited partner and whether paid, or to be paid in cash or in another specified form.
Section 799. Certificate of registration
(1) When the requirements imposed by section 798 (1) and (2) have been complied with, the Commission shall,—
(a) register the limited partnership ; and
(b) issue a certificate of registration.
(2) The certificate shall be signed by the Commission and authenticated by his official seal.
(3) The certificate shall state—
(a) the name of the limited partnership given in the application for registration ;
(b) the limited partnership’s registration number ;
(c) the date of registration ; and
(d) that the limited partnership is registered as a limited partnership under this Act.
(4) The certificate shall be prima facie evidence that a limited partnership came into existence on the date of registration.
Section 800. Registration of changes in partnership
(1) If during the continuance of a limited partnership any change is made or occurs in the—
(a) firm,
(b) general nature of the business,
(c) principal place of business,
(d) partners or the name of any partner,
(e) terms or character of the partnership, (f ) sum contributed or to be contributed by any limited partner, or
(g) liability of any partner by reason of his becoming a limited partner instead of a general partner or a general partner instead of a limited partner, a statement signed by the firm specifying the nature of the change shall within seven days be delivered to the Commission.
(2) If default is made in compliance with the requirements of this section, each of the general partners is liable to a fine as shall be prescribed by the Commission in its regulations.
Section 801. Notice of change in status of general partner or assignment of share of limited partner
(1) Notice of any arrangement or transaction under which a person will cease to be a general partner in a firm and will become a limited partner in that firm or under which the share of a limited partner in a firm will be assigned to any person shall, be filed with the Commission within five days of such change.
(2) Until the notice of the arrangement or transaction referred to in subsection (1) is filed with the Commission, the arrangement or transaction shall for the purposes of this Part, be deemed to be of no effect.
(3) If default is made in compliance with the requirements of subsection (1), each of the general partners is liable to a fine as shall be prescribed by the Commission in its Regulations.
Section 802. Name of limited partnership
The name of a limited partnership must end with the words “limited partnership” (upper or lower case, or any combination), or the abbreviation “LP” (upper or lower case, or any combination, with or without punctuation).
Section 803. Reservation of name and change of name of limited partnership
The provisions of section 30 (Change of Name) and Section 31 (reservation of name) of this Act shall be applicable in relation to the reservation of name and change of name of a limited partnership.
Section 804. Penalty for improper use of words “limited partnership” or “LP”
Where any person or persons carry on business under any name or title of which the words “Limited Partnership” or “LP” or any contraction or imitation thereof is or are the last word or words, that person or each of those persons shall, unless duly registered as limited partnership, be liable to a penalty in such amount as the Commission shall specify in its regulations.
Section 805. Commission to keep register
The Commission shall keep at the registry, in proper books to be provided for the purpose, a register and index of all the limited partnerships registered and of all statements registered in relation to such partnerships.
Section 806. Modification of general law in case of limited partnerships
(1) A limited partner shall not take part in the management of the partnership business and shall not have power to bind the firm provided that—
(a) a limited partner may by himself or his agent, at any time inspect the books of the firm and examine the state and prospects of the partnership business and advise with the partners thereon ; and
(b) if a limited partner takes part in the management of the partnership business, he is liable for all debts and obligations of the firm incurred while he takes part in the management, as though he were a general partner.
(2) A limited partnership shall not be dissolved by the death or bankruptcy of a limited partner and the lunacy of a limited partner shall not be a ground for the dissolution of the partnership by the Court, unless the lunatic’s share cannot be otherwise ascertained and realised.
(3) In the event of the dissolution of a limited partnership its affairs shall be wound up by the general partners unless the Court orders otherwise.
(4) Subject to any agreement, express or implied, between the partners—
(a) any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the general partners ;
(b) a limited partner may, with the consent of the general partners, assign his share in the partnership and upon such an assignment the assignee shall become a limited partner with all the rights of the assignor ;
(c) the other partners shall not be entitled to dissolve the partnership by reason of any limited partner suffering his share to be charged for his separate debt ;
(d) a person may be introduced as a partner without the consent of the existing limited partners ; and
(e) a limited partner shall not be entitled to dissolve the partnership by notice.
Section 807. Application of Part C
The provisions of Part C of this Act relating to limited liability partnerships shall apply to limited partnership except so far as they are inconsistent with the express provisions of this Part.
Section 808. Law as to private partnerships to apply where not excluded by this Act
Subject to the provisions of this Act, the provisions of the Partnership Act 1890, except so far as they are inconsistent with the express provisions of this Act, shall apply to limited partnerships.
Section 809. Inspection, etc. of documents
(1) A person may inspect the statements filed by the Commission upon payment of such fees as maybe prescribed by the Commission in its regulations and any person may require a certificate of the registration of a limited partnership or a copy of an extract from any registered statement, to be certified by the Registrar.
(2) A certificate of registration or a copy of an extract from any statement registered under this Part, if duly certified to be a true copy under the hand of the Registrar, whom it shall not be necessary to prove to be the Registrar shall, in all legal proceedings, civil or criminal, and in all cases be received in evidence.
Section 810. Liability for false statement
If any statement required to be furnished under this Part of this Act contains any matter which is false to the knowledge of any person signing it, such person commits an offence and is liable on conviction to imprisonment for a term of not more than one year or a fine as the Court deems fit and in addition, he shall be liable to pay such additional fines as the Commission may specify by regulation.
What this means
What a limited partnership is
A limited partnership is a partnership with two kinds of partner. Section 795 says it has one or more general partners, who are liable for all the debts and obligations of the firm, and one or more limited partners. It cannot have more than 20 persons.
- Each limited partner contributes, or agrees to contribute, a stated sum or property at the start and is not liable for the firm’s debts beyond that amount. A limited partner need not contribute where the partners agree in writing that he need not.
- Unless the partners agree otherwise in writing, a limited partner may not draw out or take back any part of his contribution while the partnership continues. If he does, he is liable for the firm’s debts up to the amount he took.
- An individual or a body corporate can be a partner, but not an individual of unsound mind (so found by a court) or an undischarged bankrupt (section 796).
Registration
A partnership carrying on business as a limited partnership must be registered. If it is not, it is treated as a general partnership and every limited partner is treated as a general partner (section 797). That is the main risk of skipping registration.
The application is in the prescribed form, signed by or for each partner, and includes a signed statement of the following (section 798):
- the partnership’s name, the general nature of its business and its principal place of business;
- the full name and address of each general partner and each limited partner;
- the term of the partnership, if any, and its start date;
- a statement that the partnership is limited, and a description of every limited partner as such; and
- the sum each limited partner has contributed or agreed to contribute, and whether it is paid or to be paid in cash or another specified form.
When the requirements are met, the Commission registers the partnership and issues a certificate of registration stating the name, registration number, date of registration and that it is registered as a limited partnership. The certificate is prima facie evidence that the partnership came into existence on that date (section 799). The Commission keeps a register and index of all limited partnerships and their registered statements (section 805).
Name
The name of a limited partnership must end with the words limited partnership, or the abbreviation LP (section 802). The rules on reserving and changing names in sections 30 and 31 apply (section 803). Carrying on business under a name ending in limited partnership or LP without being registered as one attracts a penalty set by the Commission (section 804).
Changes after registration
- A signed statement of any change in the firm, the nature of the business, the principal place of business, the partners or any partner’s name, the terms or character of the partnership, a limited partner’s contribution, or any partner’s liability by moving between limited and general status, must reach the Commission within seven days (section 800).
- Notice that a general partner will become a limited partner, or that a limited partner’s share will be assigned, must be filed within five days. Until it is filed, the arrangement has no effect for the purposes of this Part (section 801).
Running the business
Section 806 sets the working rules. A limited partner must not take part in managing the business and cannot bind the firm, but may inspect the books and examine the state and prospects of the business and advise the partners. A limited partner who does take part in management is liable for the debts and obligations incurred while he does, as though he were a general partner.
- The death or bankruptcy of a limited partner does not dissolve the partnership.
- If it is dissolved, the general partners wind up its affairs unless the court orders otherwise.
- Unless the partners agree otherwise, a majority of the general partners can decide ordinary matters, and a limited partner may assign his share with the general partners’ consent, after which the assignee becomes a limited partner.
Other rules that apply
The provisions of Part C on limited liability partnerships apply to limited partnerships so far as they do not conflict with Part D (section 807), and so do the provisions of the Partnership Act 1890 (section 808). Anyone can inspect the statements the Commission holds on payment of the prescribed fee, and a certified copy of the certificate or of an extract is accepted as evidence (section 809). A person who signs a statement knowing it to be false commits an offence, punishable by up to one year’s imprisonment or a fine, plus any additional fines the Commission sets (section 810).