Limited liability partnership agreement

About this LLP agreement

This agreement is written for a business arrangement where one or more partners manage a business on behalf of others. This document is most likely to be used to set out arrangements for an investment business, such as a venture capital fund or a vehicle for a family-owned company, where the privacy that a LLP gives is sought. However, it could be used in many other circumstances.

This is a full version limited liability partnership agreement, with many options. It is structured so that you can edit to suit your particular requirements easily.

Example uses of this document

A partnership agreement does not have to refer to a particular type of business. Its purpose is to set out the arrangements between the parties about how they will work, in much the same way as a shareholders’ agreement for a company. This document is therefore suitable for a businesses in any industry.

It is suitable where:

• there are regular changes in ownership of partnership 'shares';
• there is a requirement for greater privacy than is possible using a limited company;
• you want to limit the liability of investor partners by transferring from a conventional partnership;
• the partners’ involvement in the business is varied;
• partners are scattered, maybe working in different offices;
• the nature of the business is high risk, and there is a requirement to keep safe the personal assets of the partners.

Alternative documents

This agreement assumes that just one or a few partners actively manage the business, while most are investors. If you want an LLP to operate a more usual traditional partnership business, with most of the partners working together, look at Limited liability partnership agreement.

The law in this LLP agreement

The Limited Liability Partnership Act 2008 provides the structural framework for this agreement. Within that framework, you are free to make whatever arrangements you like, subject to normal contract law. This gives you great freedom, which is reflected in the many suggestions given in this agreement.

Application and features

• Suitable for a wide range of LLP situations where some partners are more active in the business than others
• Suitable for any business sector
• Extensive guidance notes in plain English

Contents

• Sets out the basic partnership provisions for an LLP
• Partnership duration
• Information required by the Registrar
• Partnership shares and variations
• Who shall be designated partners
• Duties of designated partners
• Partnership property
• Partnership capital
• Partnership shares
• Loans to the partnership
• Banking records and accounts
• Actions for which partnership consent is required
• Management
• Cars
• New intellectual property
• Confidentiality
• Holidays and absence
• Partnership policies
• Restrictions on partners
• Retirement, death or expulsion
• Termination of the partnership
• Other usual legal provisions