Historical Analysis of the Legal Framework on Partnership Organizations in Nigeria and Innovations Introduced by Companies and Allied Matters Act 2020

The Companies and Allied Matters Act (CAMA) 2020 introduced two new forms of partnerships to the entire territory of the Federal Republic of Nigeria to wit: The Limited Liability Partnership (LLP) and the Limited Partnership (LP). Previously, there was only one mode of Partnership business in Nigeria, that is, the General Partnership registrable as a Business Name which was regulated by the Partnership Act of 1890 and the Companies and Allied Matters Act 1990. The Partnership Law 2003 (as amended) (Lagos) however had taken steps to introduce Limited Partnerships and Limited Liability Partnerships within its jurisdiction. This was not applicable to every part of the country, However, this innovation of the CAMA 2020, combines the organizational flexibility and tax status of a partnership with the limited liability available for members of a company. This mixture is what results in the novel Limited Partnerships as well as the Limited Liability Partnership. This has led to a lot of flexibility and protection for investors. This paper attempted a comparative examination of Partnership organizations under the CAMA 1990, Partnership Law of Lagos State and CAMA 2020. The paper did so by tracing the historical development of the partnership organisation by showing its structure under the CAMA 1990 and comparing same with CAMA 2020. This paper posited that the innovations of the CAMA on Partnership Businesses in Nigeria has led to a more structured and attractive business environment, especially for small and medium-sized enterprises (SMEs). It is the aim of this paper to show that the CAMA 2020 has brought about organisational flexibility, separate juristic personality and limited liability among other advantages in partnership business organisations. In achieving this aim, this paper adopted a doctrinal approach by using both Primary Sources of Laws (that is, legislations and case laws) as well as Secondary Sources of Laws (that is Articles). This paper finds that although the Partnership Law 2003 (As Amended) (Lagos) had introduced Limited Partnerships and Limited Liability Partnerships to the Nigerian legal jurisprudence, this had a limited impact and territorial application. The paper further finds that the CAMA 2020, being a federal legislation has introduced Limited Partnerships and Limited Liability Partnerships to the whole territory of Nigeria. More so, the partnership organisations introduced under the CAMA 2020 is far more expansive than what is obtainable under the Partnership Law 2003 (As Amended) (Lagos)