LegalPath Limited Liability Partnership Agreement

LegalPath's Limited Liability Partnership (LLP) agreement is suitable for a partnership of 2 or more people carrying on a business together with the objective making a profit. 

What is a Limited Liability Partnership? 

A Limited Liability Partnership ("LLP") is a separate legal entity incorporated under the provisions of the Limited Liability Partnerships Act 2000 and the Limited Liability Partnerships Regulations 2001. An LLP must have a minimum of two Members, with at least two of the Members being Designated Members. The Members may be either individuals or corporate entities and there is no maximum on the number of Members in an LLP. Members in an LLP have limited liability (unlike a partnership where the liability is unlimited) and therefore their personal liability is limited to the amount that they have contributed to the LLP. The LLP has no legal existence until such time as it is incorporated by the Companies House. 

The majority of LLP's have an agreement in place to reduce disputes amongst the Members, to ensure security of the Members' position in the LLP, as well as to provide certainty regarding the consequences of any actions by the other Members. In the event that an issue arises amongst the Members in an LLP, where there is no written agreement or the agreement does not deal with the issue in dispute, the provisions of the Act and its Regulations shall prevail. 

Who should use a LLP Agreement? 

This LLP agreement is ideal for a new business and equally suitable for an existing business wishing for formalise a LLP. You are free to use this agreement for any type of profit making business partnership. 

LLP 2 Form 

Along with a formal agreement you should also file an Incorporation Document (LLP2 form) which is available online from Companies House. This form needs to be signed by all members, the form sets out members personal information such as date of birth and address, who the designated members are; there needs to be at least 2 designated members who have additional responsibilities to members. The form will also detail the registered office of the LLP, this address will be where Companies House will send information and letters, if there is a change of address you will need to inform Companies House promptly. 

This document has been written by a solicitor 

When you buy a Limited Liability Partnership Agreement from us you can be certain an experienced solicitor who specialises in company law wrote the limited liability partnership agreement template. The agreement is comprehensive and written in plain English and will cover partnerships formed in England and Wales. The agreement can be easily modified to accommodate any number of partners. Explanatory notes making the agreement straightforward to complete will accompany the partnership agreement. 


Agreement contents 
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