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 sending 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 agreement contains the following clauses:-
1. Definitions and interpretation
3. Commencement and duration
4. Name and registered office
5. Property and place of business
7. Banking arrangements
8. Members' shares and contributions
9. Profits and losses
11. Members' obligations, duties & entitlements
12. Holiday leave
13. Maternity & paternity rights
14. Parental and family leave
16. Limitations on members' powers as agents
17. Indemnity and expenses
22. Provisions relating to death retirement or expulsion
23. Payments following death retirement or expulsion
24. Other provisions following death retirement or expulsion
25. Winding up
26. Guarantees and Indemnities
28. Arbitration And Limited Liability Partnership
1. Member's names and residential addresses
3. Prior shares of profit
4. Primary Percentage division of profits and losses
5. Secondary profit share principles (if any)
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 has been updated to reflect the Supreme Court ruling of May 2014 relating to the status of LLP members as “workers” for the purposes of the Employment Rights Act 1996. This means that individual members will enjoy the statutory rights and protections conferred on “workers” under legislation, governing amongst other things, whistleblowing protection, rest breaks and paid annual leave.
This agreement is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.
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