Registering a Limited Liability Partnership (LLP) in Nigeria is a strategic choice for businesses seeking flexibility in management while limiting liability. An LLP combines features of both partnerships and limited liability companies, offering a unique structure for various business operations.

Requirements for Registering a Limited Liability Partnership (LLP) Business in Nigeria

This guide provides a comprehensive overview of the requirements for registering an LLP in Nigeria, helping you navigate the process smoothly.

Overview of Limited Liability Partnership (LLP) Business

A Limited Liability Partnership (LLP) is a hybrid business structure that combines the flexibility of a partnership with the limited liability protection of a company.

LLPs are designed to offer a balance between the benefits of a traditional partnership and the security of limited liability, making them an attractive option for many professional and business ventures.

Partners in an LLP have limited liability for the debts and obligations of the business. This means that their assets are protected, and they are only liable to the extent of their investment in the LLP.

Unlike limited companies, LLPs do not require a minimum share capital, making them a cost-effective option for many businesses.

This option is suited to a group of professionals (accountants, lawyers, doctors, architects, etc) with lots of experience and clients between them, as it allows them to pool resources together, thereby lowering the cost of doing business while increasing the LLP’s capacity for growth.

According to Sections 747 and 748 of the Companies and Allied Matters Act (CAMA), every LLP must have at least two partners, with no maximum limit. These partners can be individuals or corporate bodies, provided they are of sound mind and not undischarged bankrupts.

We offer a range of services to make it easy for you to get started, from facilitating registration with the Corporate Affairs Commission (CAC) to obtaining your Tax Identification Number (TIN). Our comprehensive business support will ensure you have everything you need to succeed.

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Requirements for Registering an LLP

To register an LLP in Nigeria, you must meet the following requirements:

  • Minimum of Two Partners: An LLP must have at least two partners, with no maximum limit on the number of partners.
  • Designated Partners: At least two designated partners must be appointed, with at least one being resident in Nigeria. Designated partners are responsible for ensuring the LLP's compliance with CAMA requirements.
  • Proposed Business Name: Provide at least two proposed names for the LLP, with one being the preferred name and the other an alternative.
  • Registered Address: The LLP must have a verifiable registered address in Nigeria.
  • Partnership Agreement: A partnership agreement must be prepared, outlining the rights, duties, and obligations of the partners.
  • Contribution of Partners: The contribution of each partner to the partnership must be specified.
  • Persons with Significant Control (PSCs): Details of individuals with significant control over the LLP must be provided.
  • Prescribed Fees: The prescribed filing fees must be paid for the registration process.

Limited Liability Partnership (LLP) Registration Process

The process for registering an LLP involves the following steps:

  • Name Search and Reservation: Search for the availability of the proposed names and reserve the preferred name for 60 days.
  • Preparation of Incorporation Documents: Complete Form CAC/LLP 01 (Application to Register a Limited Liability Partnership). Attach the partnership agreement, passport photographs of partners, and copies of partners' valid identification documents.
  • Online Filing: File the completed incorporation documents and supporting documents online through the Corporate Affairs Commission (CAC) portal.
  • Payment of Filing Fees: Pay the prescribed filing fees online.
  • Issuance of Certificate of Incorporation: Upon successful filing and payment, the CAC will register the LLP and issue a Certificate of Incorporation within 2-10 days.
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Documents Issued upon LLP Registration

After successfully registering an LLP, the following documents will be issued:

  • Certificate of Incorporation: This serves as conclusive evidence of the LLP's formation.
  • Status Report: A report detailing the LLP's registration status.
  • Partnership Agreement: A copy of the partnership agreement filed during the registration process.
Limited Liability Partnership Company Registration

Effects of Limited Liability Partnership Incorporation

Incorporating an LLP has several legal effects:

  • Separate Legal Personality: The LLP becomes a legal entity separate from its partners.
  • Limited Liability: Partners' liability is limited to the amount they have contributed or agreed to contribute to the partnership.
  • Right to Sue and Be Sued: The LLP can sue and be sued in its name.
  • Perpetual Succession: The LLP has a continuous existence independent of its partners.
  • Property Ownership: The LLP can acquire, own, hold, develop, or dispose of property.

LLP Regulatory and Compliance Considerations

Tax Registration

  • TIN: Obtain a Tax Identification Number (TIN) from the Federal Inland Revenue Service (FIRS).
  • VAT Registration: If applicable, register for Value Added Tax (VAT) with the FIRS.

Annual Filing Requirements

  • Annual Returns: File annual returns with the CAC to maintain the LLP’s status.
  • Financial Statements: Prepare and file annual financial statements as required by Nigerian law.

Compliance with Other Regulations

  • Sector-Specific Regulations: Depending on the business sector, comply with additional regulations and licensing requirements.
  • Labour Laws: Adhere to Nigerian labor laws regarding employee rights and working conditions.
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Conclusion

Registering a Limited Liability Partnership (LLP) in Nigeria involves several steps, including name reservation, drafting a partnership agreement, providing a registered office address, and submitting necessary documents to the CAC. By fulfilling these requirements, you can establish a legally compliant LLP that benefits from limited liability and flexible management.

See also  Guide to Limited Liability Partnerships (LLPs)

Navigating the registration process can be complex, but understanding these requirements will help streamline the process. Consider seeking professional assistance from legal or business experts to ensure compliance and to address any specific concerns related to your business.

Are you ready to register your LLP in Nigeria? Contact our team for expert guidance and support throughout the registration process.

Register your Limited Liability Partnership (LLP) Business in Nigeria

Here's how SplashDict's team of CAC-accredited consultants can help:

  • LLP Registration: Nigerian Limited Liability Partnership (LLP) Registration with the CAC.

  • Documentation Preparation: Our experts handle all necessary registration documents.

  • Business Name Search and Reservation: We check availability and secure your desired LLP name.

  • Submission and Processing: We ensure all requirements are met and manage the submission process for efficient processing by the CAC.

  • CAC Filing Fee Included: No hidden costs, everything is included in the package price.

  • Tax Identification Number (TIN): Issued upon incorporation.

  • Delivery of documents: Upon registration, we provide Documents including - the Certificate of Registration, Approved Partnership agreement, and Status Report.

  • Secretarial Support: Ongoing assistance with statutory requirements and filings.

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