LLP Members’ Agreement

A comprehensive members’ agreement for a limited liability partnership that replaces the statutory default rules on profits, management, new and departing members and winding up.

Editable Word document
16
10pages
Guidance notes included
aml consultancy solutions

Company secretarial

LLP Members’ Agreement

About this document

What it’s for

The agreement between a limited liability partnership (LLP) and its members. An LLP has its own legal personality and its members’ liability is limited, but unless the members agree otherwise the default rules in the Limited Liability Partnerships Regulations 2001 apply – including equal profit shares and no power to expel a member. This agreement sets out the members’ own rules.

When to use it

  • When forming a new LLP, or converting a partnership into one
  • When an LLP has been operating without a written agreement
  • When members join or leave, or profit-sharing arrangements change

What’s inside

The document is laid out in the sections below. Each one comes with a plain-English guidance note explaining what it does and what to change.

  1. Definitions and interpretation
  2. The LLP
  3. Designated Members and compliance
  4. Capital
  5. Profits and losses
  6. Drawings and tax
  7. Accounts and records
  8. Management
  9. Members’ meetings and decisions
  10. Members’ duties
  11. Restrictions
  12. Holidays, sickness and family leave
  13. New Members
  14. Ceasing to be a Member
  15. Expulsion
  16. Payments to Former Members
  17. Restrictions after leaving
  18. Confidentiality, intellectual property and data
  19. Indemnity and insurance
  20. Winding up
  21. Dispute resolution
  22. Notices
  23. General
  24. Governing law and jurisdiction

Also included

  • Part A – Special Resolution
  • Part B – Unanimous Resolution

How to complete it

  • Insert the LLP details and members (Schedule 1)
  • Choose your profit-sharing model in clause 5 (fixed shares, points or a mix)
  • Name the designated members and the management board
  • Have every member and the LLP sign; new members sign a Deed of Adherence (Schedule 3)

Key points to check

  • Salaried member rules can treat some members as employees for tax – take advice
  • Members’ withdrawals in the two years before insolvency can be clawed back
  • Every member must verify their identity with Companies House

Our templates are professionally structured starting points for UK businesses, not legal advice. For anything complex, unusual or high-value, have your final version checked by a solicitor.

Included in the pack

Company secretarial

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Editable Microsoft Word files

Guidance notes in every document

Written for UK businesses

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