The Limited Partnership Subscription Agreement is a crucial document used in Nigerian investment structures when a new limited partner seeks to join an existing limited partnership or when a limited partnership is being formed with multiple investors. This agreement, governed by Nigerian law, particularly the Limited Partnerships Act and CAMA, serves multiple purposes: it formalizes the subscription of partnership interests, documents the capital commitment, establishes the relationship between partners, and ensures compliance with local regulations. The document is essential for private equity funds, investment partnerships, and other investment vehicles operating in Nigeria, containing specific provisions for both domestic and foreign investors. It includes detailed sections on capital contributions, partner rights, transfer restrictions, and regulatory compliance, particularly important given Nigeria's specific requirements for business partnerships and investments.
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1. Parties: Identifies and defines the Limited Partnership, General Partner, and Subscribing Limited Partner
2. Background: Outlines the context of the partnership and subscription arrangement
3. Definitions and Interpretation: Defines key terms used throughout the agreement and interpretation rules
4. Subscription and Payment Terms: Details of the partnership interest being subscribed to and payment obligations
5. Closing Conditions: Conditions precedent to the subscription becoming effective
6. Representations and Warranties of the Subscriber: Subscriber's confirmations regarding their status, capacity, and investment understanding
7. Partnership Representations and Warranties: Partnership and General Partner's confirmations regarding authority, status, and compliance
8. Capital Commitment: Details of capital contribution obligations and drawdown mechanisms
9. Partner Rights and Obligations: Rights, responsibilities, and limitations of the Limited Partner
10. Transfer Restrictions: Limitations on transfer of partnership interests and required procedures
11. Confidentiality: Obligations regarding confidential information and partnership matters
12. Anti-Money Laundering Provisions: Compliance requirements with Nigerian AML regulations
13. Notices: Communication procedures and contact details
14. Governing Law and Jurisdiction: Nigerian law as governing law and jurisdiction provisions
15. Execution: Signature blocks and execution formalities
1. Foreign Investment Provisions: Required when subscriber is a foreign investor, addressing NIPC requirements and forex regulations
2. Tax Matters: Detailed tax provisions when complex tax structures or international tax considerations are involved
3. Power of Attorney: Required when the General Partner needs specific powers to act on behalf of the Limited Partner
4. FATCA Compliance: Required when any party has US connections requiring FATCA compliance
5. Co-investment Rights: Include when the Limited Partner is granted rights to co-invest in portfolio companies
6. Key Person Provisions: Include when the subscription is contingent on specific individuals remaining involved
7. ESG Provisions: Environmental, Social and Governance provisions when required by institutional investors
1. Partnership Details: Details of the partnership structure, partners, and registered office
2. Subscription Details: Specific details of the subscription amount, partnership interest, and payment schedule
3. Form of Partnership Agreement: Copy or key terms of the main partnership agreement
4. KYC Requirements: List of required Know Your Customer documentation
5. Capital Call Procedures: Detailed procedures for making and responding to capital calls
6. Wire Transfer Instructions: Banking and payment details for subscription payment
7. Form of Transfer Notice: Template for notifying transfer of partnership interests
8. Investor Questionnaire: Due diligence questionnaire for subscriber completion
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