Limited Liability Partnership Agreement

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When setting up a Limited Liability Partnership (LLP) it is vital to have a comprehensive agreement between the members of the LLP.

This download document includes two versions of the LLP Agreement - the first is a standard LLP Agreement. The second version is for a partnership converting to a Limited Liability Partnership.

To create a Limited Liability Partnership a free Form LL IN01 must be obtained from Companies House and submitted together with a fee. The Form LL IN01 only deals with the incorporation of the LLP, all the other vital details must be recorded within a Limited Liability Partnership Agreement.

These agreements set 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 to Companies House.
• Notifying changes in membership or registered office.
• Preparing and delivering the annual return.
• Undertaking the dissolution or winding-up of the LLP, if required.
• Members decide who will be designated members, however the LLP must have at least two designated members at any given time.

These agreements 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

The terms of an LLP must be clearly stated so that each member is aware of their respective rights & responsibilities and so that the LLP can be correctly run.

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External Links
Companies House Form LL IN01