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Limited Liability Partnership Agreement


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To create a Limited Liability Partnership a Form LLP2 must be obtained from Companies House and submitted together with a fee. The Form LLP2 only deals with the incorporation of the LLP, all the other vital details must be recorded within a Limited Liability Partnership Agreement.

When setting up a Limited Liability Partnership it is vital to have a comprehensive agreement between the members of the LLP. This agreement sets out in detail the members' capital contributions and rights & responsibilities to the LLP and each other. An LLP is a cross between a conventional partnership and a limited company. The key advantage is that members of the LLP are able to limit their liability in the same way as a company. The only disadvantage is that like a company, the LLP has to be incorporated at Companies House and must file yearly accounts and an annual return with Companies House. The accounts and return are then available for inspection by anyone, so there is a loss of financial privacy.

There are two types of members (partners in a conventional partnership agreement) in an LLP - Members and Designated Members. Designated Members have additional management powers and obligations, which they must carry out, these are as follows:

  • Appointment of auditors, if required.
  • Signing and delivering the accounts on behalf of the other members to Companies House.
  • Notifying Companies House of any change in the membership or the registered office.
  • Preparing and delivering the annual return.
  • Undertaking the dissolution or winding-up of the LLP, if required.
  • It is for the members to decide who will be designated members, however the LLP must have at least two designated members at any given time.


    The agreement also contains the following clauses:

  • Definitions
  • Incorporation of the LLP
  • Nature and Duration of the Business
  • LLP Name
  • Registered Office
  • Place of Business / LLP Property
  • Intellectual Property Assets and Goodwill
  • Accounts
  • Banking
  • Shares and Capital Contributions
  • Profits and Losses
  • Drawings
  • Members Duties
  • Restrictions on Member's Authority
  • Holidays
  • Management of LLP
  • Indemnity
  • Insurance
  • Retirement
  • Expulsion
  • Financial Provisions on Death, Expulsion or Retirement
  • Further Provisions Following Retirement or Expulsion
  • Winding Up
  • Arbitration
  • Notices
  • General
  • Schedule 1 A - Designated Members
  • Schedule 1 B - Members
  • Schedule 2 - Profits and Losses
  • Signatures and Witnesses
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