Limited Liability Partnership Agreement

A Limited Liability Partnership (LLP) Agreement is a contract between two or more persons who wish manage and operate a partnership business together with the goal of making profit. However, unlike in a General Partnership venture where the partners are personally responsible for the liabilities of the partnership, in an LLP, the partners are not responsible for the liabilities of the partnership as the LLP is considered to have a separate identity from the partners. In essence then, an LLP is a hybrid between a General Partnership and a Limited Company.

Under a general partnerhsip, the partners do not have a separate identity from the partnership. The debts and liabilities of the partnership are also the debts and liabilities of the individual partners.

Under a limited liability partnership, the partners have a separate identity from that of the partnership. The debts and liabilities of the partnership are not the debts and liabilities of the individual partners.

As an LLP is a hybrid between of a limited company and a general partnership, the formalities and documents for its registration must be sent to the Companies House. The partners in an LLP are referred to as "Members" of the partnership.

An LLP requires a minimum of 2 (two) individuals (known as the designated members) who will be responsible for registering and sending documents to the Companies House. A Designated Member will function as a normal Member of the LLP, except that the designated Members will have certain powers beyond those of a non-designated Member as decided by the Agreement.

A member of an LLP can be either a corporate entity (i.e. a company or an LLP) or an individual. Where a member is a corporate entity, it will appoint a person to serve as its representative in members' meetings of the LLP.

Each Member will have a share in the LLP's profits and/or losses depending on what is agreed in the LLP Agreement.

This document can be used for LLPs which are created and operating in England and Wales.

How to use this docment

This document can either be created at the start of a new partnership or as the binding document of an already existing/operating partnership.

Where the partnership was an existing general partnership, there will need to be an executed transfer agreement which formally tarnsfers the ownership of the general partnership to the now constituted LLP.

The partners of a general partnership will use a transfer agreement to sell the general partnership and its properties to the newly incorporated LLP. The transfer agreement makes it clear what assets will be owned by the LLP moving forward and on what terms the transfer will take place.

Upon the creation of this agreement, all the Members should sign and date the agreement and also keep copies of the agreement for their personal records.

Additionally, each Member must have a witness who observes them signing the agreement. Any proposed changes to the agreement by the Members should be done in writing.

The members of the LLP must make sure that it is duly registred with the Registrar of Companies at the Companies House. While this duty will fall to the Designated Members to complete, all members of the LLP should follow up and make sure that this formalty has been carried out. Without registration of the LLP, it will not be properly recognised as such and will therefore not be able to trade as a limited liability partnership. This also means that the members will not be able to rely on the benefits by an LLP structure (i.e. the limited liability of the members).

Applicable law

Companies Act 2006

Limited Liability Partnership Act 2000

Help from a lawyer

You can choose to consult a lawyer if you need help.

The lawyer can answer your questions or help you through the process. You will be offered this option when you complete the document.

How to modify the template

You fill out a form. The document is created before your eyes as you respond to the questions.

At the end, you receive it in Word and PDF formats. You can modify it and reuse it.