COUNCIL OF LEGAL EDUCATION
NIGERIAN LAW SCHOOL
YOLA CAMPUS
PRE-CLASS TASK FOR WEEK 4 CORPORATE LAW PRACTICE
In 2026, five individuals- Amina (a techpreneur), Bola (a farmer), Chinedu (a lawyer),
Kaneng (a development consultant), and Sadiq (an investor)- decided to collaborate on
a broad initiative aimed at improving digital literacy, agricultural productivity, and
social welfare in Northern Nigeria. They agree to operate under the umbrella name
“Northstar Integrated Solutions.”
Amina and Bola immediately begin operating a small agribusiness under the name
“Northstar Farms”, selling produce and sharing profits equally. They do not register
the name. Meanwhile, Chinedu and Kaneng start offering consultancy services under
the name “Northstar Advisory”, holding themselves out to clients as partners.
As the initiative grows, Sadiq proposes investing ₦50 million but insists that he does
not want to be involved in management, and his liability must be limited. Amina
suggests registering “Northstar Farms” as a business name. Chinedu advises that
“Northstar Advisory” should be registered as a Limited Liability Partnership (LLP) to
protect the partners from personal liability. Bola introduces his cousin, Bossan, who
agrees to invest in the farming business but will not participate in management.
Kaneng pushes for the creation of a non-profit arm, “Northstar Foundation,” to
promote digital literacy in rural communities through grants to be received from
donors. They decide it should not distribute profits to members.
During registration and early operations, the Corporate Affairs Commission (CAC)
rejected the name “Northstar Initiative” as too vague. Northstar Farms was registered
as Northstar Farms LP, and Bossan began negotiating contracts on behalf of the
business despite claiming to be a “silent investor.” One of the LLP partners (Chinedu)
withdraws without formal notice. The Foundation begins operations before formal
registration and receives a grant. Sadiq demands audited accounts and attempts to
influence management decisions.
Answer the following questions:
1. Comment on the implications of Amina and Bola operating Northstar Farms
without registration.
2. Advise them on any exceptions that allow them to operate without registration.
3. Could Amina and Bola’s relationship have crystallized into a General
Partnership under the law? State the conditions that must exist for the
relationship to be regarded as a General Partnership.
4. Assuming they ask you to register Northstar Farms for them, what information
would you require to carry out their instructions?
5. Advise Chinedu and Kaneng on the partnership options available under the law
and the unique features of each option.
6. What options are open to them to secure Sadiq’s investment in their ventures
based on the terms he proposed?
7. Outline the difference in form and structure, if any, between the various
options.
8. Following Chinedu’s advice to register Northstar Advisory as an LLP, identify
instances where the liability of the partners under such a structure would not be
limited.
9. Comment on the implications of the withdrawal of Chinedu from the LLP
without notice.
10. What are the possible options for a non-profit as proposed by Kaneng? What
option would you recommend for them and why?
11. Explain the organizational structure of the option you recommended to them
above.
12. Outline the procedural steps to register the option and the documents you
would need for that purpose.
13. Assuming that after CAC rejects the name Northstar Initiative for registration,
they do not agree with the reasons given by the Commission, advise them on
the options open to them.
14. With relevant provisions from the Companies and Allied Matters Act, what is
the legal implication of running as an association as Incorporated Trustees and
receiving grants without registration?
15. Comment on the appropriateness or otherwise of Bossan’s negotiating contracts
for Northstar Farms and the possible implications? Would your answer be
different if Northstar Farm were registered under Part E of CAMA?