Basic LLP Agreement

The Basic LLP Agreement is a simple and short legal document which covers the key issues arising in a straightforward LLP arrangement. This template might be used by a small business (or professional services firm) requiring a simple LLP structure.

This Basic LLP Agreement is derived from the long form LLP agreement and covers all the main points but in a simpler form. It provides for equal capital contributions, equal sharing of profits and losses, that all the partners will work full time in the business and manage the business jointly, that no member can be expelled without the unanimous written consent of all the members and that two designated members shall be appointed.

For a fuller and more sophisticated LLP agreement, the Simply-Docs Long Form Partnership Agreement may be more appropriate.

This template has been updated and amended to take into account the Economic Crime and Corporate Transparency Act 2023 (ECCTA). From 4th March 2024, regulations were published which applied the first company law reforms set out in the ECCTA to LLPs. Most of these mirror corresponding changes for companies. These changes include:

• an LLP must ensure that its registered office is situated at an appropriate address;
• an LLP must provide an email address with its next confirmation statement;
• tightening up on the choice of name an LLP may use, specifically any name that is designed to facilitate criminal purposes or which suggests a connection with a foreign government or contains computer code is not permitted;
• confirmation on incorporation that an LLP has been formed for a lawful purpose; and
• a person may not be a member of an LLP if they are disqualified from acting as a company director. If a member becomes disqualified, the members of the LLP are required to remove that member. Failure to do so is a criminal offence. This is particularly important for existing LLPs as there is no power to expel a member of an LLP under statute. The members of an LLP can do so only if the LLP agreement permits them to.

Appropriate new clauses have been added to deal with these changes.

As with private limited companies, LLPs will continue to be impacted by the ECCTA by further changes in secondary legislation, particularly the identity verification provisions. This template will be updated further once these provisions are enacted.

This template does not address tax issues and customers should seek their own tax advice in relation to any tax implications arising from this template.

This agreement is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.

Optional phrases / clauses are enclosed in square brackets. These should be read carefully and selected so as to be compatible with one another. Unused options should be removed from the document.

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Basic LLP Agreement is part of Corporate Documents. Just £35.00 + VAT provides unlimited downloads from Corporate Documents for 1 year.