An Examination of the Rights and Obligations of Partners Under Nigerian Partnership Law

Partnership is a common business structure in Nigeria, particularly in professional services including law, medicine, and accounting, yet Nigerian partnership law, derived from the Partnership Laws of various states and English common law principles, remains largely uncodified and poorly understood by practising partners and their clients. This study examines the legal rights and obligations of partners under Nigerian law, focusing on authority, profit-sharing, liability to third parties, and dissolution rights. A doctrinal analysis of partnership statutes across three representative states (Lagos, Kano, and Rivers) and relevant decided cases from 2015 to 2023 was combined with interviews of 25 professional partnership practitioners. Results indicate that there is significant inconsistency across state partnership legislation, creating uncertainty for cross-state partnership arrangements. The unlimited liability of partners for firm debts is inadequately understood, with many partners unaware of their joint and several exposure. Dissolution rights are inadequately protected against improper exclusion by majority partners. The study concludes that Nigeria requires a federal Partnership Act modernising the law based on the English Partnership Act 1890 and Limited Liability Partnership Act 2000, providing clear frameworks for limited liability partnerships suitable for professional firms. Recommendations include a National Partnership Law Reform Commission and LLP registration under a revised CAMA framework.

Keywords: partnership law, partners rights, professional partnerships, limited liability partnership, Nigeria