COMMERCIAL LAW ā Partnership ā Distinction Between a Partnership and a Registered Company
Principle Statement
Registration of a business name is distinct from incorporation of a limited liability company. It does not fall within the Partnership Law. The relationship remains a partnership governed by the Partnership Agreement.
Ratio Decidendi (Source)
Per Katsina-Alu, JSC, in Magbagbeola v. Sanni (2005) NLC-3302001(SC) at p. 7; Paras CāD.
"Clearly the registration of a business name, as was the case here, being distinct from the incorporation of a limited liability company, does not fall within the ambit of section 3, Partnership Law of Lagos State. It means that the nature of the relationship between the appellant and the respondent is still a partnership and therefore governed by the Partnership Agreement dated 7th November, 1999."
Explanation / Scope
Business name registration does not create a limited liability company; partnership remains. The principle applies to commercial law.
