LLP Agreement (limited liability partnership agreement) (A152)

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Who can use this Limited Liability Partnership Agreement

Any individuals or companies establishing a LLP will need a limited liability partnership agreement t.  It is written for 3 or more partners.

What is this LLP Agreement for?

A limited liability partnership is similar to a general partnership in many respects. Each partner or ‘member’ is an owner and receives a share of profits.  Unlike a limited company, the LLP does not pay tax, this is paid by each member on their profit share. But as with a limited company, the liability of the members is limited.

The LLP agreement sets out the rules for ownership and management of the business. Unlike a limited company, there are no standard articles of association. The members  of an LLP need to create their own – hence they need a LLP agreement

What are the main issues?

These are similar to an unincorporated partnership. They include:

The Business. The nature of the business will be identified as well as the name.

 Capital contributions and profit shares. These will be set out in the agreement or in an attached schedule. The duties of the members to contribute additional capital may also be included.  As with the general partnership, the members are not employees and instead they will draw income from the business on account of their share of profits. The LLP agreement sets out the rules, including what happens if there isn’t enough money to pay them all.

Designated members. At least two members have to be identified on the Companies House register as “designated members” – i.e. the members responsible for filing returns at Companies House.

Governance and management. The LLP agreement will say how decisions are arrived at – the voting rights of each member and whether all or only some decisions will require unanimity or a special majority.

More routine matters such as holidays, sick pay etc. should also be dealt with.

Introduction of new members, retirement and expulsion.  The procedure for appointing new members as well as notice periods for retirement and payment of capital and profits to outgoing members will be set out.

What detailed terms does the LLP Agreement contain?

This thirteen page document contains 25 clauses covering:

  • definitions and interpretations
  • establishment of LLP
  • business of LLP
  • capital
  • profits and losses
  • drawings and expenses
  • conduct of LLP business
  • good faith and indemnity
  • LLP bank
  • accounts
  • holidays
  • insurance
  • termination


  • expulsion
  • consequences of death, retirement or expulsion
  • share of former member
  • dissolution
  • restriction of former member
  • confidentiality
  • notices
  • disputes and governing law
  • third party rights
  • the scope of the agreement
  • severability
  • waiver



For more information on each of these sections, see our Explanatory Notes which you will receive when you download the document from our website.

For information on signing documents see our Contract Signing page

When I download the document, can I change it and/or use it more than once?

Yes, all ContractStore’s templates are in MS Word and you can use the contract on more than one project. For more information, watch the video on this page of our website or see our FAQs

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ContractStore supplies templates and is not a law firm.  But all our templates are written by experienced lawyers so we can arrange legal assistance for customers who need special terms in one of our documents or a bespoke template. . For more information see our Legal Services page.

And if you want to contact us see our Contacts page.




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