Unlike companies, LLPs do not have a memorandum or articles of association, however like a partnership, it is important that members have a valid agreement between them in order to regulate the workings of their business and formalise how the LLP will operate and be managed. Internal govenance is determined by a members' agreement, allowing bespoke arrangements and flexibility . There is also less formality with respect to meetings and transfers when compared to the equivalent in companies. The members' agreement does not need to be filed with Companies House allowing investors in LLPs a high degree of confidentiality. 

As with a partnership agreement, there will be a range of governance, financial, operational and termination issues that all properly drafted and considered LLP agreements should cover. Much will depend on the business and size of the LLP, how well the members know each other and their proposed level of commitment to the business, both financial and personal.

LLP agreements should set out the duties and responsibilities of the LLP members as well as profit share, decision making procedures, appointment/termination of membership and members’ retirement criteria. Many of the issues covered by a partnership agreement will be relevant to an LLP but adapted to the particular needs of the LLP corporate vehicle, for example, the need to produce statutory accounts.

Note that the ECCTA has introduced identity verification requirements for LLP members (and PSCs) as well as requiring that a person may not become a member of an LLP if they are disqualified under director disqualification legislation. The LLP must take all necessary steps to ensure that a person who becomes disqualified ceases to be a member of the LLP. If the members fail to comply, an offence is committed by each member in default. It is therefore prudent to make sure that the LLP agreement ensures that disqualification is grounds for removal of the LLP member and that all members adhere to identity verification requirements.