Limited Liability Partnership or LLP is a partnership arrangement with legal personality separate from the partners.
The liabilities of the partners of an LLP are limited to the amount agreed to be contributed or what is outstanding in the event of winding up.
LLP is one of the two new forms of business registration announced by the Corporate Affairs Commission on August 31, 2021, which has been added Company Registration Portal (CRP). The second one is Limited Partnership or “LP”
Minimum Number of Partners
An LLP shall have at least two (2) “Designated Partners” who will be responsible for compliance with the requirements of the Act by the LLP.
If at any time the number of partners of a limited liability partnership is reduced below two and the limited liability partnership carries on business for more than six months while the number is so reduced the person, who is the only partner is liable personally for the obligations of the limited liability partnership incurred during that period.
In case of a limited liability partnership in which all the partners are bodies corporate or in which one or more partners are individuals and bodies corporate, at least two individuals who are partners of the limited liability partnership or nominees of the bodies corporate shall act as designated partners.
The Designated Partners shall be individuals at least one of whom must be residents in Nigeria.
An individual does not become a designated partner in any LLP unless he consented to do so
A person ceases to be a designated partner if he ceases to be a partner.
The name of an LLP shall end with the word “Limited Liability Partnership” or the abbreviation “LLP”.
Continuation of business
A limited liability partnership shall have perpetual succession as such, any change in the partners of LLP does not affect the existence, rights, or liabilities of the partnership.
Registration Requirements of LLP:
The incorporation documents shall include the following detail:
- Name of limited liability partnership to be registered
- General nature of the partnership
- Location of business and address
- Full name of a designated partner
- Full address of partners,
- Full name of designated partner and his address, his phone number, email address
- Term of agreement
- Date of commencement
- A statement that the partnership is a limited liability
- Passport photo of the partners and their signature