Limited Liability Partnership Agreement

Whilst there is no statutory requirement for a Limited Liability Partnership to have a written agreement, it is recommended that every practice/firm should be subject to a Limited Liability Partnership Agreement. This agreement can be used to set out the terms of a Limited Liability Partnership.

A Limited Liability Partnership (LLP) is an alternative corporate business vehicle that gives the benefits of limited liability but allows its members the flexibility of organising their internal structure as a traditional partnership. It has both corporate and partnership characteristics.

Since April 2001 it has been possible to incorporate LLPs. Limited Liability Partnerships are incorporated by completing Form LL IN01 and delivering this to Companies House together with the appropriate fee.

Unlike limited companies, LLPs do not have memorandum or articles of association. Limited Liability Partnerships do not need to provide a copy of their Limited Liability Partnership Agreement to Companies House.

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.

This template includes only very minimal tax provisions. Customers should seek their own tax advice as to any tax implications arising from this template.

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.

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

Once you have purchased access to the appropriate document folder click on the “Download Document” button below. You will be asked what you want to do with the file. It is recommended that you save the document to a location of your choice prior to viewing.

Limited Liability Partnership Agreement is part of Corporate Documents. Just £35.00 + VAT provides unlimited downloads from Corporate Documents for 1 year.