LLP Agreement (Limited Liability Partnership) - One In Charge

A legally binding agreement between the members in a Limited Liability Partnership (LLP) which serves to formalise and regulate both the business of the LLP as well as the relationship between the members. Management of the LLP is conducted by one member.

A Limited Liability Partnership Agreement (LLP Agreement) is a legally binding agreement made between the members of a partnership that has been incorporated under the provisions of the Limited Liability Partnerships Act 2000 and the Limited Liability Partnerships Regulations 2001. It governs the business relationship between the members and serves to formalise and regulate both the partnership business as well as the relationship between the members. The LLP Agreement sets out the rights and responsibilities of each member, as well as how the LLP is to be run. An LLP is required to be incorporated by the Companies House and will thereafter be regarded as a separate legal entity. The members may be either individuals or corporate entities and there is no maximum on the number of members permitted in the LLP. The members will have limited personal liability for the losses incurred by the LLP and therefore their personal liability is limited to the amount that they have contributed to the LLP. There are no formal rules applicable to LLP Agreements and a written agreement is not a legal requirement. However, an LLP Agreement is essential in ensuring the smooth running of the LLP, ensuring the security of the members’ position in the LLP, as well as reducing disputes amongst the members and providing certainty regarding the consequences of any actions by the other members. This agreement has been specifically drafted for those LLP’s where the management of the business is conducted by one member.

This comprehensive agreement contains the following clauses:

1. Interpretation and Preliminary
2. Incorporation and Nature of Business
3. Commencement and Duration
4. Registered Office and Place of Business
5. Capital Accounts
6. Current Accounts
7. Profits and Losses
8. Drawings
9. Expenses
10. Advances to Members – Loan Accounts
11. Financial Year
12. Banking Account
13. Books and Records
14. Financial Statements
15. Auditors
16. Good Faith
17. Management
18. Duties of Members
19. Voting and Resolutions
20. Indemnity
21. Insurance
22. Holiday Leave
23. Confidentiality
24. Voluntary Retirement
25. Involuntary Retirement
26. Expulsion
27. Former Members
28. Winding Up of LLP
29. Restriction on Activities
30. Breach
31. Dispute Resolution
32. Whole Agreement – No Amendment
33. Governing Law and Jurisdiction
34. Counterparts
35. Notices
36. Costs
37. Signatures

Related Documents:

• LLP Agreement (Limited Liability Partnership) - Equal Responsibility