Limited Liability Partnership under Companies and Allied Matters Act, 2020

Abstract

Limited liability partnership (LLP) like limited partnership has been in existence in most countries for some time now. It was only introduced in Nigeria as one of the business entities by Companies and Allied Matters Act 2020 (the Act). It combines characteristics of partnership and company, particularly in the area of limited liability as all the partners have limited liability. The business community in Nigeria for years desired for a hybrid of partnership and company to carry on business and with the introduction of LLP, it is believed that their desire has been met. The Act made provisions for registration of limited liability partnership before commencement of business as well as provisions on management and winding up of the limited liability partnership. The Act also provides for appointment of designated partners and person(s) with significant control that are distinguishing attributes of LLP from other types of partnership. This paper examined the entire provisions of the Act on limited liability partnership like foreign limited liability partnership, investigation of LLP, returns limited liability partnership makes to Corporate Affairs Commission (the Commission), books the Commission and the limited liability partnership keep among others and came to the conclusion that the drafters did a good job though it can be improved upon. This paper is aimed at determining the adequacy of the provisions of the Act in respect of LLP and made some recommendations; like the amendment of the Act to adequately provide for voluntary winding up and distribution of assets upon dissolution of limited liability partnership by the partners.

Keywords:Limited Liability Partnership, Nigeria, Companies and Allied Matters Act, Corporate Affairs Commission, Designated Partner, Person with Significant Control, Foreign Limited Liability Partnership, Investigations

DOI: 10.7176/JLPG/121-02

Publication date:June 30^th 2022