PART C: THE LIMITED LIABILITY PARTNERSHIP

NATURE OF LIMITED LIABILITY PARTNERSHIP

 

746. (1) A limited liability partnership is a body corporate formed and incorporated under this Act and is a legal entity separate from the partners.

 

(2) A limited liability partnership shall have perpetual succession.

 

(3) Any change in the partners of a limited liability partnership does not affect the existence, rights or liabilities of the limited liability partnership.

 

 

 

 

 

 

 

Limited liability partnership to be body corporate.

747. Any individual or body corporate may be a partner in a limited liability partnership provided that an individual shall not be capable of becoming a partner of a limited liability partnership, if he is —

 

(a) of unsound mind and has been so found by a court in Nigeria or elsewhere;

 

(b) an undischarged bankrupt.

 

Partners.

748. (1) Every limited liability partnership shall have at least two partners.

 

(2) 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 of the limited liability partnership during the time that it carries on business after those six months and has the knowledge of the fact that it is carrying on business with him alone, is liable personally for the obligations of the limited liability partnership incurred during that period.

 

Minimum number of partners.

749. (1) Every limited liability partnership shall have at least two designated partners who are individuals and at least one of them shall be resident in Nigeria:

             Provided that 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.

 

(2) Subject to the provisions of subsection (1) —

 

(a) if the incorporation document —

 

(i) specifies who are to be designated   partners, the persons is designated partners on incorporation, or

 

(ii) states that each of the partners of a limited liability partnership is to be designated partner, every such partner is a designated partner; or

 

(b) any partner may become a designated partner in accordance with the limited liability partnership agreement and a partner may cease to be a designated partner in accordance with the limited liability partnership agreement.

 

(3) An individual does not become a designated partner in any limited liability partnership unless he has given his prior written consent to act as such to the limited liability partnership.

 

(4) Every limited liability partnership shall file with the Commission the particulars of every individual who has given his consent to act as designated partner within 30 days of his appointment.

 

(5) A person ceases to be a designated partner if he ceases to be a partner.

 

Designated partner.

750. Unless expressly provided otherwise in this Act, a designated partner is —

 

(a) responsible for the doing of all acts, matters and things as are required to be done by the limited liability partnership in respect of compliance of the provisions of this Act including filing of any document, return, statement and other report under this Act and as may be specified in the limited liability partnership agreement; and

 

(b) liable to all penalties imposed on the limited liability partnership for any contravention of those provisions.

 

Liabilities of designated partners.

751.  A limited liability partnership shall appoint a designated partner within 30 days of a vacancy arising for any reason and the provisions of section 749 (4) shall apply in respect of such new designated partner:

 

         Provided that if no designated partner is appointed, or if at any time there is only one designated partner, each partner is deemed to be a designated partner.

 

Changes in designated partners.

752.  If default is made in complying with the provisions of sections 749 - 751 the limited liability partnership and each of its partners is liable to a penalty in the amount as the Commission shall specify in its regulation.

Penalty for contravention of sections 749 - 751.

 

INCORPORATION OF LIMITED LIABILITY PARTNERSHIP AND INCIDENTAL MATTERS

 

 

753. (1) For a limited liability partnership to be incorporated —

 

(a) two or more persons associated for carrying on a lawful business with a view to profit shall subscribe their names to an incorporation document; and

 

(b) the incorporation documents shall be filed in the manner and with the fees, as may be prescribed by the Commission from time to time.

 

(2) The incorporation documents shall be in the form as prescribed by the Commission and shall —

 

(a) state the name of the limited liability partnership;

 

(b) state the proposed business of the limited liability partnership;

 

(c) state the address of the registered office of the limited liability partnership;

 

(d) state the name and address of each of the persons who partners of the limited liability partnership on incorporation;

 

(e) state the name and address of the persons who are to be designated partners of the limited liability partnership on incorporation;

 

(f) contain other information concerning the proposed limited liability partnership as the Commission may prescribe.

 

(3) If a person knowingly makes a statement under subsection (2) which is false, he commits an offence and is liable on conviction to imprisonment for a term of three months or a fine as the Court deems fit or both.

 

 

 

 

 

 

 

Incorporation documents.

754. (1) When the requirements imposed under section 753 (1) and (2) have been complied with, the Commission shall, within 14 days —

 

(a) register the incorporation document; and

 

(b) give a certificate that the limited liability partnership is incorporated by the name specified in the certificate.

 

(2) The Commission may accept the statement delivered under section 753 (2) (c) as sufficient evidence that the requirement imposed under section 753 (1) (a) has been complied with.

 

(3) The certificate issued under subsection (1) (b) shall be signed by the Commission and authenticated by its official seal.

 

(4) The certificate shall state —

 

(a) the name of the limited liability partnership given in the incorporation document;

 

(b) the limited liability partnership's registration number;

 

(c) the date of registration; and

 

(d) that the limited liability partnership is incorporated as a limited liability partnership under this Act.

 

(5) The certificate shall be prima facie evidence that the limited liability partnership is incorporated by the name specified in it.

 

Incorporation by registration.

755. (1) Every limited liability partnership shall have a registered office to which all communications and notices may be addressed and where they shall be received.

 

(2) A document may be served on a limited liability partnership, partner or designated partner of the partnership by sending it by post under a certificate of posting, registered post or by any other manner as may be prescribed, at the registered office or any other address specifically declared by the limited liability partnership for the purpose in such form and manner as may be prescribed.

 

(3) A limited liability partnership may by resolution change the place of its registered office.

 

(4) Where a limited liability partnership changes the place of its registered address, the change shall not take effect unless notice of the change has been delivered to the Commission not later than 14 days after the passing of the resolution.

 

(5) Where a limited liability partnership makes default in complying with the provisions of this section, the limited liability partnership and each partner shall each be liable to a penalty for every day that the default continues and the penalty shall be in the amount as the Commission shall specify in the regulations.

 

Registered office of limited liability partnership and change therein.

756. On registration, a limited liability partnership may —

 

(a) sue and be sued in its name

 

(b) acquire, own, hold and develop or dispose of property, whether movable or immovable, tangible or intangible;

 

(a)   if it decides to have one, have a common seal,; and

 

(b)  do and suffer such other acts and things as bodies corporate may lawfully do and suffer.

 

Effect of registration.

757. (1) Every limited liability partnership shall have either the words, "limited liability partnership" or the acronym, "LLP" as the last words of its name.

 

(2) A limited liability partnership shall not be registered by a name which, in the opinion of the Commission is —

 

(a) undesirable; or

 

(b) identical or too nearly resembles that of any other partnership, business name, limited liability partnership, body corporate, or a registered trade mark.

 

Name.

758.  The provisions of sections 30 and 31 of this Act are applicable in relation to the reservation of name or change of name of a limited liability partnership.

 

Reservation and change of name.
759.  Where a person carries on business under a name or title of which the words "Limited Liability Partnership" or "LLP" or any contraction or imitation is or are the last word or words, that person or each of those persons shall, unless duly incorporated as limited liability partnership, be liable to a penalty in the amount as the Commission shall specify in the regulation.

Penalty for improper use of words, limited liability partnership or LLP.

 

 

760. (1) Every limited liability partnership shall ensure that its invoices, official correspondence and publications bear —

 

(a) the name, address of its registered office and registration number of the limited liability partnership; and

 

(b) a statement that it is registered with limited liability.

 

(2) Where a limited liability partnership makes default in complying with the provisions of this section, the limited liability partnership and every partner shall each be liable to a penalty for every day the default continues in the amount as the Commission shall specify in the regulation.

 

 

 

Publication of name of limited liability partnership.

PARTNERS AND THEIR RELATIONS

 

761. On the incorporation of a limited liability partnership, the persons who subscribed their names to the incorporation documents shall be its partners and any other person may become a partner of the limited liability partnership in accordance with the limited liability partnership agreement.

 

 

 

 

Eligibility to be partners.

762. (1) Except as otherwise provided by this Act, the mutual rights and duties of the partners of a limited liability partnership, and the mutual rights and duties of a limited liability partnership and its partners, shall be governed by the limited liability partnership agreement between the partners, or between the limited liability partnership and its partners.

 

(2) The limited liability partnership agreement and any changes, made in it shall be –

 

(a)      filed with the Commission in the form and manner; and

 

(b)     accompanied by the fees as may be prescribed.

 

(3) An agreement in writing made before the incorporation of a limited liability partnership between the persons who subscribe their names to the incorporation documents may impose obligations on the limited liability partnership if that agreement is ratified by all the partners after the incorporation of the limited liability partnership.

 

(4) In the absence of agreement as to any matter, the mutual rights and duties of the partners and the mutual rights and duties of the limited liability partnership and the partners shall be determined by the provisions relating to that matter as are set out in the Fifteenth Schedule.

 

Relationship of the partners.

 

 

 

 

 

 

 

 

 

 

 

 

 

Fifteenth Schedule.

763. (1) A person may cease to be a partner of a limited liability partnership in accordance with an agreement with the other partners or, in the absence of agreement with the other partners as to cessation of being a partner, by giving a notice in writing of at least 30 days to the other partners of his intention to resign as partner.

 

(2) A person shall cease to be a partner of a limited liability partnership —

 

(a) on his death or dissolution of the limited liability partnership; or

 

(b) if he is declared to be of unsound mind by a competent court; or

 

(c) if he has applied to be adjudged or declared as an insolvent.

 

(3) Where a person has ceased to be a partner of a limited liability partnership (in this Act referred to as "former partner"), the former partner is to be regarded, in relation to any person dealing with the limited liability partnership as still being a partner of the limited liability partnership unless —

 

(a) the person has notice that the former partner has ceased to be a partner of the limited liability partnership; or

 

(b) notice that the former partner has ceased to be a partner of the limited liability partnership has been delivered to the Commission.

 

(4) The cessation of a partner from the limited liability partnership does not by itself discharge the partner from any obligation to the limited liability partnership, the other partners or any other person which he incurred while being a partner.

 

(5) Where a partner of a limited liability partnership ceases to be a partner, unless otherwise provided in the limited liability partnership agreement, the former partner or a person entitled to his share as a result of death or insolvency of the former partner, is entitled to receive from the limited liability partnership —

 

(a) an amount equal to the capital contribution the former partner actually made to the limited liability partnership; and

 

(b) his right to share in the accumulated profits of the limited liability partnership, after the deduction of accumulated losses of the limited liability partnership, determined as at the date the former partner ceased to be a partner.

 

(6) A former partner or a person entitled to his share as a result of death or insolvency of the former partner shall not have any right to interfere in the management of the limited liability partnership.

Cessation of partnership interest.

 

764. (1) Every partner shall inform the limited liability partnership of any change in his name or address within 15 days of the change.

 

(2) A limited liability partnership shall —

 

(a) where a person becomes or ceases to be a partner, file a notice with the Commission within 30 days from the date he becomes or ceases to be a partner; and

 

(b) where there is a change in the name or address of a partner, file a notice with the Commission within 30 days of the change.

 

(3) A notice filed with the Commission under subsection (2) —

 

(a) shall be in such form and accompanied by such fees as may be prescribed;

 

(b) shall be signed by the designated partner of the limited liability partnership; and

 

(c) if it relates to an incoming partner, shall contain a statement by the partner that he consents to becoming a partner and signed by him.

 

(4) Where default is made by any limited liability partnership in complying with subsection (2), the limited liability partnership and every designated partner of the limited liability partnership shall each be liable to a penalty for each day the default continues in the amount as the Commission shall specify in its regulations.

 

(5) If any partner contravenes the provisions of subsection (1), the partner shall be liable to a penalty in such amount as the Commission shall specify in its regulations.

 

(6) A person who ceases to be a partner of a limited liability partnership may himself file with the Commission the notice referred to in subsection (3) if he has reasonable cause to believe that the limited liability partnership may not file the notice with the Commission and in case of any such notice filed by a partner, the Commission shall obtain a confirmation to this effect from the limited liability partnership unless the limited liability partnership has also filed such notice.

 

(7) Where no confirmation is given by the limited liability partnership within 15 days, the Commission shall register the notice made by a person ceasing to be a partner under this section.

 

 

Registration of change in particulars of partners.

EXTENT AND LIMITATION OF LIABILITY OF LIMITED LIABILITY PARTNERSHIP AND PARTNERS

 

765. A partner of a limited liability partnership is, for the purpose of the business of the limited liability partnership, the agent of the limited liability partnership, but not of other partners.

 

 

 

 

 

Partner as agent.

766. (1) A limited liability partnership is not bound by anything done by a partner in dealing with a person if the —

 

(a) partner in fact has no authority to act for the limited liability partnership in doing a particular act; and

 

(b) person knows that he has no authority, does not know or believe him to be a partner of the limited liability partnership.

 

(2) A limited liability partnership is liable if a partner of the limited liability partnership is liable to any person as a result of a wrongful act or omission on his part in the course of the business of the limited liability partnership or with its authority.

 

(3) An obligation of the limited liability partnership whether arising in contract or otherwise, shall be solely the obligation of the limited liability partnership.

 

(4) The liabilities of a limited liability partnership shall be met out of the property of the limited liability partnership.

 

Extent of liability of limited liability partnership.

767. (1) A partner is not personally liable, directly or indirectly for an obligation referred to in section 766 (3) solely by reason of being a partner of the limited liability partnership.

 

(2) The provisions of section 766 (3) and subsection (1) of this section shall not affect the personal liability of a partner for his own wrongful act or omission, and a partner shall not be personally liable for the wrongful act or omission of any other partner of the limited liability partnership.

 

Extent of liability of partner.

768. (1) A person who by words spoken or written or by conduct, represents himself, or knowingly permits himself to be represented to be a partner in a limited liability partnership is liable to any person who has on the faith of the representation given credit to the limited liability partnership, whether the person representing himself or represented to be a partner does or does not know that the representation has reached the person giving credit:

 

               Provided that where any credit is received by the limited liability partnership as a result of representation in subsection (1), the limited liability partnership shall, without prejudice to the liability of the person so representing himself or represented to be a partner, be liable to the extent of credit received by it or any financial benefit derived thereon.

 

(2) Where after a partner's death the business is continued in the same limited liability partnership name, the continued use of that name or of the deceased partner's name as a part thereof shall not of itself make his legal representative or his estate liable for any act of the limited liability partnership done after his death.

 

Holding out.

769. (1) In the event of an act carried out by a limited liability partnership, or any of its partners, with intent to defraud creditors of the limited liability partnership or any other person, or for any fraudulent purpose, the liability of the limited liability partnership and partners who acted with intent to defraud creditors or for any fraudulent purpose shall be unlimited for all or any of the debts or other liabilities of the limited liability partnership:

 

             Provided that where any act is carried out by a partner, the limited liability partnership is liable to the same extent as the partner unless it is established by the limited liability partnership that the act was carried out without the knowledge or the authority of the limited liability partnership.

 

(2) Where any business is carried on with such intent or for such purpose as mentioned in subsection (1), every person who was knowingly a party to the carrying on of the business in the manner stated commits an offence and is liable on conviction to imprisonment for a term which may extend to two years or a fine as the court deems fit or to both.

 

(3) Where a limited liability partnership or any partner or designated partner or employee of the limited liability partnership has conducted the affairs of the limited liability partnership in a fraudulent manner, then without prejudice to any criminal proceedings which may arise under any law for the time being in force, the limited liability partnership and any such partner or designated partner or employee shall be liable to pay compensation to any person who has suffered any loss or damage by reason of the conduct,

 

but the limited liability partnership shall not be liable if any such partner or designated partner or employee has acted fraudulently without the knowledge of the limited liability partnership.

 

Unlimited liability in case of fraud.

 CONTRIBUTIONS

 

770. (1) A partner’s contribution may consist of tangible, intangible, movable, immovable or property or other benefit to the limited liability partnership, including money, promissory notes, other agreements to contribute cash or property, and contracts for services performed or to be performed.

 

(2) The monetary value of contribution of each partner shall be accounted for and disclosed in the accounts of the limited liability partnership in the manner as may be prescribed.

 

 

 

 

Form of contribution.

771. (1) A obligation of a partner to contribute money, property or other benefit or to perform services for a limited liability partnership shall be in accordance with the limited liability partnership agreement.

 

(2) A creditor of a limited liability partnership, which extends credit or otherwise acts in reliance on an obligation described in that agreement, without notice of any compromise between partners, may enforce the original obligation against such partner.

 

Obligation to contribute.

FINANCIAL DISCLOSURES

 

772. (1) The limited liability partnership shall maintain such proper books of account as may be prescribed relating to its affairs for each year of its existence on cash basis or accrual basis and according to double entry system of accounting and shall maintain the same at its registered office for such period as may be prescribed.

 

(2) Every limited liability partnership shall, within six months from the end of each financial year, prepare a statement of account and solvency for the financial year as at the last day of the financial year in such form as may be prescribed, and the statement shall be signed by the designated partners of the limited liability partnership.

 

(3) A limited liability partnership shall file within the prescribed time, the Statement of Account and Solvency prepared under subsection (2) with the Commission every year in the form and manner and accompanied by the fees as may be prescribed.

 

(4) The accounts of limited liability partnerships shall be audited in accordance with such rules as may be prescribed and the Minister may, by regulation, exempt any class or classes of limited liability partnerships from the requirements of this subsection.

 

(5) Where default is made in complying with the provisions of this section, the limited liability partnership and each designated partner of the limited liability partnership shall each be liable to a penalty in such amount as the Commission shall specify in its regulations.

 

 

 

 

Maintenance of books of accounts, other records and audit, etc

773. (1) A limited liability partnership shall file an annual return with the Commission within 60 days of closure of its financial year in the form and manner and accompanied by such fee as may be prescribed.

 

(2) Where default is made in complying with the provisions of this section, the limited liability partnership and each designated partner of the limited liability partnership shall each be liable to a penalty in such amount as the Commission shall specify in its regulations.

 

Annual return.

ASSIGNMENT AND TRANSFER OF PARTNERSHIP RIGHTS

 

774. (1) Unless otherwise provided in the limited liability partnership agreement, the rights of a partner to a share of the profits and losses of a limited liability partnership and to receive distributions in accordance with the limited liability partnership agreement are transferable either wholly or in part.

 

(2) The transfer of any right by any partner under subsection (1) does not by itself cause the disassociation of the partner or a dissolution and winding up of the limited liability partnership.

 

(3) The transfer of a right under this section does not, by itself, entitle the transferee or assignee to participate in the management or conduct of the activities of the limited liability partnership, or grant access to information concerning the transactions of the limited liability partnership.

 

 

 

 

Partner's transferable interest.

INVESTIGATION

 

775. (1) Where a court, by order, declares that the affairs of a limited liability partnership ought to be investigated, the Commission shall appoint one or more competent persons as inspectors to investigate the affairs of a limited liability partnership and to report thereon in such manner as it may direct.

 

(2) Notwithstanding the provisions of subsection (1), the Commission may appoint one or more competent persons as inspectors to investigate the affairs of a limited liability partnership and to report on them in such manner as it may direct.

 

(3) The appointment of inspectors under subsection (2) may only be made if —

 

(a) at least one-fifth of the total number of partners of the limited liability partnership make an application along with supporting evidence and security amount as may be prescribed;

 

(b) the limited liability partnership makes an application that the affairs of the limited liability partnership ought to be investigated; or

 

(c) in the opinion of the Commission, there are circumstances suggesting —

 

(i) that the business of the limited liability partnership is being or has been conducted with an intent to defraud its creditors, partners or any other person, or otherwise for a fraudulent or unlawful purpose,

 

(ii) that the business of the limited liability partnership is being or has been conducted in a manner oppressive or unfairly prejudicial to some or any of its partners, or that the limited liability partnership was formed for any fraudulent or unlawful purpose,

 

(iii) that the affairs of the limited liability partnership are not being conducted in line with the provisions of this Act, or

 

(iv) that, on receipt of a report of the Commission or any other investigating or regulatory agency, there are sufficient reasons to show that the affairs of the limited liability partnership ought to be investigated.

 

 

 

 

Investigation of the affairs of limited liability partnership.

776. An application by the partners of the limited liability partnership under section 775 (3) shall be supported by such evidence as the Commission may require for the purpose of showing that the applicants have good reason for requiring the investigation and the Commission may, before appointing an inspector, require the applicants to give security, of such amount as may be prescribed, for payment of costs of the investigation.

 

Application by partners for investigation.

777. No firm, body corporate or other association shall be appointed as an inspector.

Firm, body corporate or association not to be appointed as inspector.

 

778. (1) If an inspector appointed by the Commission to investigate the affairs of a limited liability partnership thinks it necessary for the purposes of his investigation to also investigate the affairs of an entity which has been associated in the past or is presently associated with the limited liability partnership or any present or former partner or designated partner of the limited liability partnership, the inspector shall have the power to do so and shall report on the affairs of the other entity or partner or designated partner, so far as he thinks that the results of his investigation are relevant to the investigation of the affairs of the limited liability partnership.

 

(2) In the case of any entity or partner or designated partner referred to in subsection (1), the inspector shall not exercise the power of investigating into, and reporting on, its or his affairs without obtaining the prior approval of the Commission.

 

(3) Before giving approval under this subsection, the Commission shall give the entity, partner or designated partner a reasonable opportunity to show cause why the approval should not be accorded.

 

Power of inspectors to carry out investigation into affairs of related entities, etc.

779. (1) The designated partner and partners of the limited liability partnership shall —

 

(a) preserve and produce before an inspector or any person authorised by him in that behalf with the or approval of the Commission, all books and papers of, or relating to, the limited liability partnership or the other entity, as the case may be, which are in their custody or power; and

 

(b) give the inspector all assistance in connection with the investigation which they are reasonably able to give.

 

(2) The inspector may, with the previous approval of the Commission, require any entity, other than an entity referred to in subsection (1), to furnish such information to, or produce such books and papers before him or any person authorised by him in that behalf, with the previous approval of the Commission, as he may consider necessary, if the furnishing of such information or the production of such books and papers is relevant or necessary for the purposes of his investigation.

 

(3) The inspector may keep in his custody any books and papers produced under subsections (1) or (2) for 30 days and thereafter shall return the same to the limited liability partnership, other entity or individual by whom or on whose behalf the books and papers are produced:

 

     Provided that the inspector may call for the books and papers if they are needed again and that if certified copies of the books and papers produced under subsection (2) are furnished to the inspector, he shall return those books and papers to the entity or person concerned.

 

(4) An inspector may -

 

(a) examine on oath —

 

(i) any of the persons referred to in subsection (1),

 

(ii) with the prior approval of the Commission, any other person in relation to the affairs of the

 

 

 

   limited liability partnership or any other entity, as the case may be; and

 

(b) administer an oath accordingly and for that purpose may require any of those persons to appear before him personally;

 

(c) if any person fails without reasonable cause or refuses to —

 

(i) produce before an inspector or any person authorised by him in that behalf, with the prior approval of the Commission, any book or paper which it is his duty under subsections (1) or (2) to produce,

 

(ii) furnish any information which is his duty under subsection (2) to furnish,

 

(iii) appear before the inspector personally when required to do so under sub-section (4) or to answer any question which is put to him by the inspector under that subsection, or

 

(iv) to sign the notes of any examination,

     the inspector shall certify the refusal in writing and apply to the Court for contempt proceedings against the person, the Court may thereupon enquire into the case, and after hearing any witnesses who may be produced against or on behalf of the alleged offender or any statement which may be offered in defence, the Court may punish the offender in like manner as if he had been guilty of contempt of the court.

 

(5) The notes of any examination under subsection (4) shall be written and signed by the person whose examination was made on oath and a copy of such notes shall be given to the person so examined on oath and thereafter be used as evidence by the inspector.

 

 

Production of documents and evidence.

780. (1) Where in the course of investigation, the inspector has reasonable ground to believe that the books and papers of, or relating to, the limited liability partnership, other entity, partner or designated partner of such limited liability partnership may be destroyed, mutilated, altered, falsified or secreted, the inspector may make an application to the Court having jurisdiction, for an order for the seizure of such books and papers.

 

(2) After considering the application and hearing the inspector, if necessary, the court may, by order, authorise the inspector to —

 

(a) enter, with such assistance, as may be required, the place or places where such books and papers are kept;

 

(b) search that place or those places in the manner specified in the order; and

 

(c) seize books and papers which the inspector considers necessary for the purposes of his investigation.

 

(3) The inspector shall keep in his custody the books and papers seized under this section for such period not later than the conclusion of the investigation as he considers necessary and thereafter shall return the same to the concerned entity or person from whose custody or power they were seized and inform the court of such return, provided the books and papers shall not be seized for a continuous period of more than six months and the inspector may, before returning the books and papers as, place identification marks on them or any part thereof.

 

Seizure of documents by inspector.

781. (1) The Inspector may, and if so directed by the Commission, make interim reports to the Commission, and shall, on the conclusion of the investigation, make a final report to the Commission and any such report shall be printed.

 

(2) The Commission —

 

(a) shall forward a copy of any report other than an interim report, made by the inspectors to the limited liability partnership at its registered office, and also to any other entity or person dealt with or related to the report; and

 

(b) may, if it deems fit, furnish a copy of the report, on request and on payment of the prescribed fee, to any person or entity related to or affected by the report.

 

Inspector's report.

782. (1) If, from any report made under section 781 of this Act, it appears to the Commission that any civil proceedings ought in the public interest to be brought by the limited liability partnership or anybody corporate, the Commission may itself bring such proceedings in the name and on behalf of the limited liability partnership or the body corporate.

 

(2) The Commission shall indemnify the body corporate against any cost or expenses incurred by it in or in connection with proceedings brought under this section, and any cost or expenses so incurred shall, if not otherwise recoverable, be defrayed out of the Consolidated Revenue Fund.

 

Power to bring civil proceedings on limited liability partnership's behalf.

783. (1) If, from any report made under section 781 of this Act, it appears that a person has been convicted of an offence for which he is criminally liable, the report shall be referred to the Attorney-General of the Federation.

 

(2) Where the Attorney-General of the Federation considers that the case referred to him is one in which a prosecution ought to be instituted, he shall direct action accordingly, and all past and present officers and agents of the limited liability partnership or other body corporate, as the case may be, other than the defendant in the proceedings, shall give all assistance in connection with the prosecution which they are reasonably able to give.

 

(3) Where, from any report made under section 781 of this Act, it appears to the Commission that proceedings ought, in the public interest, to be brought by any body corporate dealt with by the report for the recovery of damages, in respect of fraud, misfeasance or other misconduct in connection with the promotion or formation of that body corporate or the management of its affairs, or for the recovery of any property of the body corporate which has been misapplied or wrongfully retained, it may refer the case to the Attorney- General of the Federation for his opinion as to the bringing of proceedings for that purpose in the name of the body corporate if proceedings are brought, all past and present officers and agents of the limited liability partnership or other body corporate as the case may be, other than the defendants in proceedings, to give him all assistance in connection with the proceedings which they are reasonably able to give.

 

(4) Cost and expenses incurred by a body corporate in or in connection with any proceedings brought by it under subsection (3) shall, if not otherwise recoverable, be defrayed out of the Consolidated Revenue Fund.

 

Criminal proceedings and other proceedings by the Attorney-General of the Federation.

784. If, in the case of a body corporate liable to be wound up under this Act, it appears to the Commission from a report made by an inspector under section 781 of this Act that it is expedient in the public interest that the body corporate should be wound up, the Commission may, unless the body corporate is already wound up by the court present a petition for it to be wound up if the Court deems it just and equitable to do so.

 

Power of Commission to present winding-up petition.

785. (1) The expenses of, and incidental to, an investigation by an inspector appointed by the Commission under the foregoing provisions of this Act, shall be defrayed in the first instance out of the Consolidated Revenue Fund, but the following persons shall, to the extent mentioned, be liable to repay —

 

(a) any person who is convicted in a prosecution instituted, as a result of the investigation report by the Attorney-General of the Federation, or who is ordered to pay damages or restore any property in proceedings brought by virtue of section 783 (3) of this Act, may in the same proceedings be ordered to pay the said expenses to such extent as specified in the order;

 

(b) a body corporate in whose name proceedings are brought as aforesaid is liable to the extent of the amount or value of any sums or property recovered by it as a result of those proceedings;

 

(c) unless as the result of the investigation a prosecution is instituted by the Attorney-General of the Federation, the applicants for the investigation, where the inspector was appointed under section 775 (3) of this Act, shall be liable to such extent, if any, as the Commission may direct, and any amount for which a body corporate is liable by virtue of paragraph (b), shall be a first charge on the sums or property mentioned in that paragraph.

 

(2) For the purposes of this section, any costs or expenses incurred by the Commission in or in connection with proceedings brought by virtue of section 781 (2) of this Act, shall be treated as expenses of the investigation giving rise to the proceedings.

 

(3) Expenses to be defrayed by the Commission under this section shall, so far as not recovered thereunder, be paid out of the Consolidated Revenue Fund.

 

Expenses of investigation.

786.  Where a limited liability partnership is liable to be wound up under this Act or any other law for the time being in force, it appears to the Commission from a report under section 781 that it is expedient to do so, the Commission may, unless the limited liability partnership is already being wound up by the court, cause to be presented to the court by any person authorised by the Commission in that behalf, a petition for the winding up of the limited liability partnership on the ground that it is just and equitable that it should be wound up.

 

Application for winding up of limited liability partnership.

787. A copy of the report of any inspector or inspectors appointed under the provisions of this Act, authenticated in such manner, as may be prescribed shall be admissible in any legal proceeding as evidence in relation to any matter contained in the report.

 

Inspector's report to be evidence.

FOREIGN LIMITED LIABILITY PARTNERSHIP

 

788. (1) A foreign limited liability partnership which before or after the commencement of this Act was incorporated outside Nigeria, and having the intention of carrying on business in Nigeria, shall take all steps necessary to be incorporated as a separate entity in Nigeria for that purpose, but until so incorporated, the foreign limited liability partnership shall not carry on business in Nigeria or exercise any of the powers of a corporate body registered under this Act and shall not have a place of business or an address for service of documents or processes in Nigeria for any purpose other than the receipt of notices and other documents, as matters preliminary to incorporation under this Act.

 

(2) The Minister may, by regulation, exempt a foreign limited liability partnership from the requirement of incorporation under subsection (1).

 

 

 

 

Foreign limited liability partnerships.

WINDING UP AND DISSOLUTION

 

789. The winding up of a limited liability partnership may be either voluntary or by the Court and limited liability partnership, so wound up may be dissolved.

 

 

 

 

Winding up and dissolution.

790. A limited liability partnership may be wound up by the Court if —

 

(a) all the partners decide that the limited liability partnership be so wound up by the Court;

 

(b) for a period of more than six months, the number of partners of the limited liability partnership falls below two;

 

(c) the limited liability partnership is unable to pay its debts;

 

(d) the limited liability partnership has acted against the interests of the sovereignty and integrity of Nigeria or against her security or public order;

 

(e) the limited liability partnership has made a default in filing with the Commission, the Statement of Account and Solvency or annual return for any 10 consecutive financial years; or

 

(f) the Court is of the opinion that it is just and equitable that the limited liability partnership be wound up.

 

Circumstances in which limited liability partnership may be wound up by the Court.

MISCELLANEOUS

 

791. (1) A person with significant control over a limited liability partnership shall within seven days of becoming such a person, indicate to the limited liability partnership in writing the particulars of such control.

 

(2) A limited liability partnership after receiving or coming into possession of the information required under subsection (1), shall, not later than one month from the receipt of the information or any change therein, notify the Commission of that information, provided that a company shall in every annual return, disclose the information required under subsection (1) in respect of the year for which the return is made.

 

(3) The Commission shall maintain a register of persons with significant control in which it shall enter the information received from the limited liability partnership or any change therein under subsection (2).

 

(4) A limited liability partnership shall inscribe against the name of every member in the register of members, the information received in pursuance of the requirements of this section.

 

(5) If default is made by any person or limited liability partnership in complying with subsections (1), (2) and (4), the person or limited liability partnership and each officer of the limited liability partnership is liable to such fines as the Commission may prescribe by regulation for every day during which the default continues.

 

(6) If default is made by any partner in complying with subsection (1) or in purported compliance, makes any statement which he knows to be false in a material particular or recklessly makes any statement which is false, he commits an offence and is liable to a term of imprisonment for six months or a fine as the court deems fit.

 

(7) If default is made by any limited liability partnership in complying with subsection (3), the limited liability partnership and each officer of the limited liability partnership is liable to a penalty in such amount as the Commission shall specify in its regulations for every day during which the default continues.

 

 

 

 

Disclosure of significant control in a limited liability partnership.

792. A partner may lend money to and transact other business with the limited liability partnership and has the same rights and obligations with respect to the loan or other transactions as a person who is not a partner.

Business transactions of partner with limited liability partnership.

 

 

793. Where the Commission has reasonable cause to believe that a limited liability partnership is not carrying on business or operation, in accordance with the provisions of this Act, the name of limited liability partnership may be struck off the register of limited liability partnerships in accordance with the procedures provided under section 692 of this Act.

 

Power of Commission to strike defunct limited liability partnership off register.

 

 

794. The Commission may make rules or regulations concerning any of the following matters —

 

(a) the fees to be paid to the Commission under this Part;

 

(b) the duties or additional duties to be performed by the Commission for the purposes of this Part;

 

(c) the forms to be used for the purposes of this Part; and

 

(d) generally the conduct and regulation of registration under this Part and any matter incidental thereto.

 

 

Power to make rules.