Dissolution Agreement Template for Nigeria

A Dissolution Agreement spells out how business partners or companies will end their relationship and divide their assets when going separate ways. Under Nigerian company law, this legal document helps prevent disputes by clearly stating who gets what, how debts will be handled, and what happens to ongoing contracts and employees.

Business owners in Nigeria use these agreements to protect themselves during separations, especially since the Companies and Allied Matters Act requires clear documentation of business closures. The agreement typically covers important details like payment schedules, confidentiality rules, and each party's responsibilities during the wind-down process. It also helps satisfy Corporate Affairs Commission requirements for formal business dissolutions.

Consider creating a Dissolution Agreement when business partners decide to part ways, before tensions rise or disputes emerge. This critical document becomes essential during voluntary business closures, when partners want to buy each other out, or when a partnership breaks down but everyone still agrees to negotiate fairly.

In Nigeria's business environment, having this agreement ready helps navigate Corporate Affairs Commission requirements and protects all parties during the separation process. It's particularly valuable when dealing with shared assets, intellectual property rights, or ongoing contracts that need proper handover. Getting it done early prevents costly disputes and ensures a smooth transition that satisfies regulatory requirements.

• Partnership Separation Agreement: Used when business partners end their professional relationship, detailing asset division and ongoing obligations under Nigerian partnership laws
• Contract Dissolution Agreement: Terminates existing business contracts early, outlining settlement terms and release of contractual obligations between parties
• Joint Venture Dissolution Agreement: Specifically designed for ending joint ventures, addressing complex issues like intellectual property rights, staff transfers, and shared customer relationships

• Business Partners: Primary parties who sign and are bound by the Dissolution Agreement when ending their business relationship or partnership
• Corporate Lawyers: Draft and review the agreement to ensure compliance with Nigerian business laws and protect their clients' interests
• Corporate Affairs Commission Officials: Review dissolution documents as part of their regulatory oversight role
• Company Directors: Authorize and execute the agreement on behalf of their organizations
• Accountants and Financial Advisors: Help determine asset division, tax implications, and financial settlements outlined in the agreement

• Business Details: Gather registration documents, CAC certificates, and partnership agreements showing current ownership structure
• Asset Inventory: Create detailed lists of company assets, liabilities, and ongoing contracts that need addressing
• Financial Records: Compile recent financial statements, tax records, and any outstanding debt documentation
• Stakeholder Information: Collect contact details and roles of all parties involved in the dissolution
• Timeline Planning: Set realistic dates for asset distribution, debt settlement, and final business closure
• Document Generation: Use our platform to create a legally-sound Dissolution Agreement that includes all required elements under Nigerian law

• Party Information: Full legal names, addresses, and registration details of all involved parties
• Asset Distribution: Clear breakdown of how company assets, properties, and intellectual property will be divided
• Debt Settlement: Terms for handling outstanding liabilities and payment obligations
• Timeline Provisions: Specific dates for completing each dissolution phase
• Non-Compete Clauses: Restrictions on future business activities and customer relationships
• Dispute Resolution: Methods for handling disagreements under Nigerian arbitration laws
• Governing Law: Clear statement that Nigerian law governs the agreement
• Signature Block: Space for dated signatures and corporate seals where required

A Dissolution Agreement differs significantly from a Business Acquisition Agreement in both purpose and structure. While both deal with business ownership changes, they serve opposite goals: dissolution ends a business relationship, while acquisition creates or transfers one.

• Purpose and Timing: Dissolution Agreements focus on winding down operations and dividing assets, while Business Acquisition Agreements outline terms for purchasing and continuing operations
• Asset Treatment: Dissolution involves distributing assets among existing partners, while acquisition transfers assets to new owners
• Future Obligations: Dissolution typically includes release clauses and non-compete provisions, while acquisition agreements focus on transition plans and future growth commitments
• Regulatory Requirements: Dissolutions must satisfy CAC wind-down procedures, while acquisitions need approval for ownership transfer and business continuity