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Partnership Dissolution Agreement for Nigeria

Partnership Dissolution Agreement Template for Nigeria

A comprehensive legal document governed by Nigerian law that formalizes the termination of a business partnership. This agreement outlines the terms and conditions for dissolving the partnership, including asset distribution, liability settlement, and post-dissolution obligations. It ensures compliance with Nigerian Partnership Act and Companies and Allied Matters Act (CAMA) requirements while providing a clear framework for winding up partnership affairs. The document addresses key aspects such as final accounting, client transition, confidentiality obligations, and dispute resolution mechanisms specific to the Nigerian legal context.

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Partnership Dissolution Agreement

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What is a Partnership Dissolution Agreement?

The Partnership Dissolution Agreement is a crucial legal instrument used when business partners decide to formally end their business relationship in Nigeria. This document becomes necessary when partners choose to terminate their partnership due to various reasons such as retirement, disagreement, or pursuit of different business interests. It must comply with Nigerian legislation, particularly the Partnership Act and CAMA 2020, and includes essential provisions for asset distribution, liability settlement, and ongoing obligations. The agreement serves as both a termination document and a roadmap for the dissolution process, ensuring all legal requirements are met and protecting the interests of all parties involved. It's particularly important in the Nigerian business context where formal documentation of business relationships is crucial for legal and regulatory compliance.

What sections should be included in a Partnership Dissolution Agreement?

1. Parties: Identification of all partners involved in the dissolution

2. Background: Brief history of the partnership and reasons for dissolution

3. Definitions: Key terms used throughout the agreement

4. Effective Date of Dissolution: Specific date when the partnership will be officially dissolved

5. Final Accounting: Agreement on the final partnership accounts and financial statements

6. Distribution of Assets: Process and terms for distributing partnership assets

7. Settlement of Liabilities: Handling of partnership debts and obligations

8. Partnership Name and Goodwill: Arrangements regarding the use of partnership name and goodwill post-dissolution

9. Confidentiality: Obligations regarding confidential information post-dissolution

10. Mutual Release: Partners' mutual release from claims and obligations

11. Governing Law: Specification of Nigerian law as governing law

12. Dispute Resolution: Process for resolving any disputes arising from the dissolution

13. Execution: Signature blocks and execution formalities

What sections are optional to include in a Partnership Dissolution Agreement?

1. Ongoing Projects: Used when there are incomplete projects that need to be addressed

2. Intellectual Property Rights: Include when the partnership owns significant IP assets

3. Employee Matters: Required when the partnership has employees who need to be addressed

4. Insurance Matters: Include when dealing with ongoing insurance policies or claims

5. Tax Indemnities: Used when specific tax arrangements or indemnities are needed

6. Non-Compete Provisions: Include when partners agree to restrictions on future business activities

7. Outstanding Loans: Required when there are partner loans to be addressed

8. Client Transition: Include when there's a need to manage client relationships post-dissolution

What schedules should be included in a Partnership Dissolution Agreement?

1. Schedule A - Asset Distribution: Detailed list of partnership assets and their agreed distribution

2. Schedule B - Liability Allocation: Comprehensive list of liabilities and responsibility allocation

3. Schedule C - Final Accounts: Final balance sheet and profit/loss statement

4. Schedule D - Client List: List of clients and their allocation between partners

5. Appendix 1 - Valuation Report: Independent valuation of partnership assets if applicable

6. Appendix 2 - Tax Clearance: Tax clearance certificates and related documentation

7. Appendix 3 - Property Documents: Relevant property transfer documents if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Nigeria

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions





























Clauses


































Relevant Industries

Professional Services

Retail

Manufacturing

Agriculture

Technology

Construction

Real Estate

Healthcare

Education

Consulting

Financial Services

Legal Services

Hospitality

Trading

Mining

Oil and Gas

Relevant Teams

Legal

Finance

Compliance

Risk Management

Corporate Secretariat

Business Development

Operations

Tax

Accounting

Administration

Relevant Roles

Managing Partner

Business Owner

Chief Executive Officer

Chief Financial Officer

Legal Counsel

Company Secretary

Business Development Manager

Partnership Manager

Compliance Officer

Risk Manager

Financial Controller

Account Manager

Business Consultant

Corporate Lawyer

Tax Advisor

Accountant

Industries






Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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