Limited Liability Partnership Agreement - Template Form Pro · UK-law
✓ Valid in United Kingdom · drafted to comply with local law
Create your Limited Liability Partnership Agreement - Template Form for use in United Kingdom. Answer a few plain-English questions and the document fills in automatically as you go — then download it in Word and PDF, ready to sign or share. This version has been professionally rewritten to comply with local law.
- Answer 84 simple questions — the document fills in as you go
- Live preview: watch your document update in real time
- Download as Word (.docx) and PDF
- Edit your answers and re-download anytime
Fill in the details
0/84Type below — the document on the right updates as you go.
LIMITED LIABILITY PARTNERSHIP AGREEMENT
This Agreement is made as a deed and is dated ________
PARTIES
(1) ________ of:
________ (Member 1).
(2) ________ of:
________ (Member 2).
(3) The limited liability partnership with the name ________ incorporated under the Limited Liability Partnerships Act 2000 and registered with the Registrar of Companies with the registered number ________ (the LLP).
Member 1 and Member 2 together being the initial members of the LLP (the Initial Members), and together with the LLP, the parties.
BACKGROUND
(A) Since ________, the Initial Members have carried on the Former Partnership and have agreed to transfer it to the LLP under the Transfer Agreement so that the Business may continue.
(B) The Initial Members have agreed to enter into this agreement with the LLP, which sets out the manner in which the LLP shall be governed and the respective rights and obligations of the Members.
AGREED TERMS
1. INTERPRETATION
1.1. The following definitions and rules of interpretation apply in this agreement.
Definitions
Accounting Reference Date: ________ in each year or such other date as may be determined in accordance with this agreement.
Accounting Reference Period: each period of 12 months ending on the Accounting Reference Date.
Act: the Limited Liability Partnerships Act 2000, together with the Limited Liability Partnerships Regulations 2001 (SI 2001/1090) and the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (SI 2009/1804), and any amendment, re-enactment or replacement thereof.
Auditors: ________ or such other auditors as may be appointed in accordance with this agreement, with address at:
________
Bank: ________ or such other bank as may be appointed in accordance with this agreement, with address at:
________
Board Member: a Member appointed to the Management Board in accordance with this agreement, the first such members being:
________
Business: any business carried on by the LLP, or which it may from time to time decide to carry on in accordance with this agreement, and in particular the business described as follows:
________
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Capital Account: the account maintained by the LLP for each Member to which that Member's capital contributions are credited.
Companies Act 2006: the relevant provisions of the Companies Act 2006 (as amended) as applied to LLPs by regulations made under the Act.
Confidential Information: all confidential information (however recorded, preserved or disclosed) relating to the Business, assets, affairs, customers, clients or suppliers of the LLP, including trade secrets and Know-How.
Current Account: the account maintained by the LLP for each Member to which the profits allocated to that Member are credited and against which drawings and any losses for which the Member is responsible are debited.
Continuing Members: the Members who continue as members after a Leaving Date.
Deed of Adherence: a deed in a form determined by the Designated Members from time to time by which an Incoming Member agrees to be bound by this agreement.
Designated Members: the members appointed as such for the purposes of the Act, the first such members being:
________
Former Partnership: the partnership known as ________ carried on by the Initial Members.
Incoming Member: a person admitted as a Member after the date of this agreement.
Insolvency Act 1986: the relevant provisions of the Insolvency Act 1986 (as amended) as applied to LLPs by regulations made under the Act.
Interest Rate: ________% per annum above the base rate of the Bank from time to time.
Know-How: inventions, discoveries, improvements, processes, formulae, techniques, technical information, methods, tests, reports, component lists, manuals, instructions, drawings and customer and supplier information, whether or not recorded and whether or not confidential.
Leaving Date: the date on which an Outgoing Member ceases, or is deemed to cease, to be a Member under this agreement.
Leaving Accounts: a profit and loss account and balance sheet for the period from the last Accounting Reference Date to the Leaving Date.
Management Board: the board of management of the LLP appointed under this agreement.
Members: the Initial Members and any other person admitted as a member of the LLP under this agreement whose membership has not ended.
Name: the name of the LLP registered with the Registrar of Companies.
Outgoing Member: a person who ceases to be a Member of the LLP for any reason.
Payment Commencement Date: the date determined in accordance with clause 22.
Registered Office: the registered office of the LLP registered with the Registrar of Companies, having the following address:
________
Transfer Agreement: the agreement dated ________ between the former partners and the LLP, under which the assets and liabilities of the Former Partnership are transferred to the LLP.
Trading Name: ________.
1.2. In this agreement:
1.2.1. clause, schedule and paragraph headings shall not affect the interpretation of this agreement;
1.2.2. a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.3. a reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established;
1.2.4. unless the context otherwise requires, words in the singular shall include the plural and the plural shall include the singular;
1.2.5. unless the context otherwise requires, a reference to one gender shall include a reference to the other genders;
1.2.6. a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time, and includes any subordinate legislation made under it;
1.2.7. a reference to writing or written excludes fax but not email;
1.2.8. references to clauses and schedules are to the clauses and schedules of this agreement and references to paragraphs are to paragraphs of the relevant schedule;
1.2.9. any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
1.2.10. any obligation on a person not to do something includes an obligation not to agree, allow or permit that thing to be done.
2. INCORPORATION
2.1. The LLP was incorporated under the Act on ________.
2.2. The certificate of incorporation issued by the Registrar of Companies shall be kept at the Registered Office.
3. COMMENCEMENT, BUSINESS AND DURATION
3.1. This agreement shall take effect on ________.
3.2. The LLP shall carry on the Business.
3.3. Subject to the provisions of this agreement and the Act, the LLP shall continue notwithstanding any change in its Members until ________.
4. NAME AND REGISTERED OFFICE
4.1. The LLP shall carry on the Business under the Name.
4.2. The Designated Members may at any time change the Name and the Registered Office.
4.3. The Designated Members shall notify the Registrar of Companies of any change in the Name or the Registered Office as required by the Act.
4.4. The LLP may carry on the Business under the Trading Name and shall comply with the business names provisions of the Companies Act 2006 in doing so.
5. PLACE OF BUSINESS
The LLP shall carry on the Business from the Registered Office or such other place or places of business as the Members may determine in accordance with this agreement.
6. PARTNERSHIP PROPERTY
6.1. The property of the LLP includes the assets transferred under the Transfer Agreement and all property owned, occupied or used by the LLP for the purposes of the Business.
6.2. All property held, created, occupied or used by the LLP for the purposes of the Business, and which has been paid for by the LLP or contributed by any Member or has otherwise come to the LLP, belongs to the LLP absolutely, and no Member has any individual interest in that property save the right to capital distributions due under this agreement or on a winding up of the LLP.
6.3. Where any property used for the purposes of the LLP is held by one or more Members on behalf of the LLP, those Members shall, at the LLP's request and in the manner directed by the LLP, evidence the LLP's interest by executing a declaration of trust or similar acknowledgement.
6.4. The Intellectual Property of the LLP includes the Intellectual Property transferred under the Transfer Agreement.
6.6. Each Member hereby irrevocably and unconditionally waives all moral rights under the Copyright, Designs and Patents Act 1988 (and all similar rights in other jurisdictions) in respect of any such works, whether existing now or created in the future.
6.7. Each Member shall, at the LLP's request and expense, give the LLP all assistance reasonably required to enforce, defend or register Intellectual Property rights, wherever in the world and for so long as those rights subsist.
7. BANKING
7.1. The LLP shall maintain its accounts with the Bank.
7.2. All money belonging to the LLP shall be paid into the LLP's account at the Bank as soon as practicable.
7.3. All money and securities received by the LLP or any Member on behalf of a client or third party shall be held and applied in accordance with the rules of any professional or regulatory body having jurisdiction over the LLP and shall be paid into an appropriate client account as soon as practicable.
7.4. All cheques and instructions to transfer money from any LLP account shall be signed by any two of the Members and no other person.
7.5. The Management Board shall conduct dealings with the Bank on behalf of the LLP.
8. ACCOUNTS, AUDITORS AND AUDIT
8.1. The LLP shall keep proper accounting records that give a true and fair view of the state of affairs and profit or loss of the LLP, in compliance with the Companies Act 2006.
8.2. The accounting records shall be kept at the Registered Office or such other place as the Management Board may determine.
8.3. Each Accounting Reference Period ends on the Accounting Reference Date or such other date as the Management Board may determine.
8.4. The Designated Members shall notify the Registrar of Companies of any change to the Accounting Reference Date as required by the Companies Act 2006.
8.5. The LLP shall prepare annual accounts and reports as at each Accounting Reference Date in accordance with the Companies Act 2006.
8.6. Save where the LLP is exempt from audit under the Companies Act 2006, the Designated Members may:
8.6.1. appoint the Auditors;
8.6.2. re-appoint the Auditors as permitted by the Companies Act 2006;
8.6.3. determine the remuneration of the Auditors; and
8.6.4. remove the Auditors from office.
8.7. Save where the LLP is exempt from audit, the annual accounts shall be audited annually by the Auditors as at the Accounting Reference Date.
8.8. The annual accounts and any auditor's report shall be:
8.8.1. presented to the Members for consideration and, if thought fit, approval at a meeting held in accordance with this agreement; and
8.8.2. circulated to all Members as required by the Companies Act 2006.
8.9. The Designated Members shall sign the annual accounts and reports and file them with the Registrar of Companies as required by the Companies Act 2006.
9. CAPITAL
9.1. On the formation of the LLP the Initial Members shall contribute capital in the following proportions, which shall be credited to their respective Capital Accounts:
9.1.1. ________ shall contribute ________% of the capital, equal to £________;
9.1.2. ________ shall contribute ________% of the capital, equal to £________.
9.2. On the incorporation of the LLP, each Initial Member acquires a share as specified in the Transfer Agreement.
9.3. The Management Board may not require additional capital contributions from the Members in the event of the LLP's insolvency.
9.4. Subject to clause 9.3, the Members shall contribute such additional capital as the Management Board determines is necessary for the purposes of the LLP, subject to:
9.4.1. the directions of the Management Board; and
9.4.2. the proportions in which the Members are entitled to share in the profits of the LLP under this agreement.
9.5. Where a Member contributes capital after incorporation as directed by the Management Board, that Member acquires a share in proportion to the amount or value of that contribution, which shall be credited to the Member's Capital Account.
9.6. Profits of a capital nature, as certified by the Auditors, shall be shared in the same proportions as the Members share capital contributions.
9.7. The Members are entitled to interest at the Interest Rate on the amount of their capital contributions, payable in accordance with this agreement.
9.8. Save as expressly provided in this agreement or as the Management Board may determine, no Member may withdraw or receive back any part of the amount credited to their Capital Account.
10. PROFITS
10.1. Subject to this clause, the Management Board shall allocate the profits of the LLP between the Members in the proportions set out in this agreement and credit each Member's Current Account as soon as the annual accounts for the relevant Accounting Reference Period are approved, provided that the allocation to a Member who joined during that period shall be reduced pro rata. Subject to the foregoing, profits shall be shared equally among all Members.
10.2. Before allocating profits, the LLP shall pay interest at the Interest Rate on each Member's capital contributions, provided that if the aggregate interest payable exceeds the profits for the relevant year, the interest payable shall be reduced pro rata to each Member's share of capital contributions.
11. DRAWINGS
11.1. On the ________ day of each month (or the next Business Day where that date is not a Business Day), each Member may draw from their Current Account such sum as the Management Board determines in accordance with this agreement.
11.2. If a Member draws funds in excess of their profit share for an Accounting Reference Period, that Member shall promptly repay the excess to the LLP together with interest at the Interest Rate.
12. ADMISSION OF MEMBERS
12.1. The Members may, in accordance with this agreement, admit any person as a Member of the LLP.
12.2. An Incoming Member must execute a Deed of Adherence before being admitted as a Member, agreeing to be bound by this agreement.
12.3. The Designated Members shall notify the Registrar of Companies of the admission of a Member as required by the Act.
13. DESIGNATED MEMBERS
13.1. The Management Board shall appoint ________ Members as Designated Members, and at all times there shall be at least two Designated Members.
13.2. The Designated Members shall be responsible for ensuring compliance with all registration and other requirements of the Act and other applicable legislation, including:
13.2.1. notifying the Registrar of Companies of any changes to the Members, their particulars or the Accounting Reference Date;
13.2.2. notifying the Registrar of Companies of any change in the Name or Registered Office;
13.2.3. signing and filing the LLP's annual accounts with the Registrar of Companies as required by the Companies Act 2006;
13.2.4. preparing, signing and filing the confirmation statement with the Registrar of Companies;
13.2.5. appointing, re-appointing, determining the remuneration of and removing the Auditors as appropriate; and
13.2.6. the following additional responsibilities:
________
14. MANAGEMENT OF THE LLP
14.1. The LLP shall have a Management Board consisting of no fewer than ________ and no more than ________ Board Members appointed by the Members in accordance with this agreement.
14.2. Subject to this agreement and applicable law, and subject to any matter reserved to the Members, the Management Board shall be responsible for the management and control of the Business and affairs of the LLP and shall have power to do all things necessary for the LLP's purposes. In particular, the Management Board shall ensure that:
14.2.1. the LLP's books and records are kept in accordance with generally accepted accounting principles in the United Kingdom and all applicable laws, are kept current and disclose its financial position with reasonable accuracy;
14.2.2. monthly management accounts and reports are prepared and promptly delivered to each Member;
14.2.3. a business plan is prepared for each Accounting Reference Period and presented to the Members for approval no later than ________ days before the start of that period;
14.2.4. each Member is provided with such information about the LLP as they may reasonably require;
14.2.5. each Member is updated on the status of the Business on request;
14.2.6. due consideration is given to any reasonable opinions expressed by a Member regarding the Business; and
14.2.7. the following additional responsibilities are discharged:
________
14.3. The Management Board shall discharge its duties with such assistance from the Members, agents or employees of the LLP as it considers necessary.
14.4. The Management Board may at any time remove a Board Member or appoint any Member as a Board Member, such removal or appointment taking effect ________ months after the relevant resolution.
14.5. Unless this agreement provides otherwise, each Board Member shall hold office for ________, after which they shall be deemed to have resigned unless reappointed.
14.6. The Management Board shall select the chairperson from among the Board Members. The chairperson may not appoint a substitute for any meeting save as provided in clause 14.9.
14.7. A Board Member may resign by written notice to the Management Board, taking effect ________ month(s) after receipt of such notice.
14.8. The Management Board shall meet at least ________ times per month, as determined by the chairperson.
14.9. Each meeting of the Management Board shall be governed by the following provisions:
14.9.1. a meeting may be called by the chairperson or any two Board Members on at least ________ Business Day(s)' notice, specifying the place, day, time and matters to be discussed; shorter notice is valid if all Board Members attend or it is ratified at a subsequent meeting;
14.9.2. the quorum is two Board Members present in person, by video or telephone conference, or by alternate;
14.9.3. if a quorum is not present within 15 minutes of the appointed time, any resolution purportedly passed shall be valid only if subsequently ratified at a duly convened quorate meeting;
14.9.4. decisions shall be by simple majority, each Board Member having one vote; in the event of a tie the chairperson shall have a casting vote;
14.9.5. the chairperson or any Board Member may appoint another Board Member as alternate; an alternate shall have a vote in addition to that of the appointor but shall count as one Board Member for quorum purposes;
14.9.6. a written resolution signed by all Board Members shall be as valid as a resolution passed at a meeting;
14.9.7. meetings may be conducted by telephone or video conference, and Board Members so participating shall count in the quorum and may vote; and
14.9.8. minutes of all meetings shall be kept and approved and signed by the chairperson.
14.10. Notwithstanding any other provision, the unanimous agreement of all Board Members shall be required for the following matters:
________
14.11. The Management Board shall not, without the prior written consent of all Members, cause the LLP to engage in any matter reserved to the Members under clause 15.4.
14.12. Save for acts or omissions arising from bad faith, fraud, negligence, wilful default or material breach of this agreement, no Board Member shall be liable to the LLP, its Members, successors or assigns for any act or omission carried out in good faith in the reasonable belief that it was in the best interests of the LLP.
15. MEETINGS AND DECISION-MAKING
15.1. The Designated Members and the Members shall each meet at least ________ times per month.
15.2. Each meeting of the Designated Members or Members shall be governed by the following provisions:
15.2.1. a meeting of the Designated Members may be called by ________ of the Designated Members; a meeting of the Members may be called by ________ of the Designated Members or by ________ of the Members, the Management Board, or any liquidator appointed under the Insolvency Act 1986;
15.2.2. a meeting may be held at such time and place as the person calling it may determine;
15.2.3. notice specifying the place, date, time and agenda shall be given to all those entitled to attend, with at least ________ clear days' notice, unless all Members are present or the notice is ratified at a valid subsequent meeting;
15.2.4. the chairperson of the Management Board (or in their absence a designated alternate) shall preside and shall have a casting vote;
15.2.5. the quorum for a Designated Members' meeting is two Designated Members, and for a Members' meeting two Members, present in person, by video or telephone conference, or by proxy;
15.2.6. if a quorum is not present within 15 minutes of the appointed time, any resolution purportedly passed shall be valid only if subsequently ratified at a duly convened quorate meeting;
15.2.7. meetings may be conducted by telephone or video conference, and those so participating shall count in the quorum and may vote;
15.2.8. a corporate Member may by resolution of its directors or governing body authorise individuals to act as its representatives, with the same powers as an individual Member; and
15.2.9. minutes of all meetings shall be kept and approved and signed by the chairperson.
15.3. Matters reserved to the Designated Members under this agreement shall be resolved by a three-quarters majority of the Designated Members at a duly convened meeting.
15.4. Save as otherwise provided, all matters at a Members' meeting shall be determined by simple majority, save that the following require the approval of at least three-quarters of the Members:
15.4.1. any amendment to this agreement;
15.4.2. any change to the Name or the nature of the Business;
15.4.3. any change to the place of Business or opening a new place of Business;
15.4.4. the admission of a new Member;
15.4.5. the appointment or removal of a Designated Member;
15.4.6. the expulsion of a Member under clause 21;
15.4.7. any change to the accounting policies, save as required by law or generally accepted accounting practice in the UK;
15.4.8. any change to the Accounting Reference Date;
15.4.9. any change to the persons authorised to sign cheques or financial instruments;
15.4.10. entering into any material, long-term or unusual contract outside the ordinary course of business;
15.4.11. employing any person at remuneration exceeding £________ per annum;
15.4.12. incurring capital expenditure exceeding £________ in any Accounting Reference Period;
15.4.13. the acquisition or disposal of any freehold or leasehold property or interest in it;
15.4.14. borrowing, lending, giving guarantees or undertaking obligations exceeding £________ in aggregate;
15.4.15. forming any partnership, joint venture or profit-sharing arrangement;
15.4.16. entering into any exclusive agency or distribution agreement;
15.4.17. entering into any licence to use third party Intellectual Property;
15.4.18. acquiring shares or loan capital of any body corporate;
15.4.19. forming any subsidiary company or LLP;
15.4.20. acquiring any business;
15.4.21. carrying on any part of the Business otherwise than through the LLP or a wholly owned subsidiary;
15.4.22. the sale, transfer, lease, licence or disposal of all or a substantial part of the Business or its assets, other than in the ordinary course;
15.4.23. the factoring or discounting of book debts;
15.4.24. creating any debenture, mortgage, charge or security over LLP assets, save to secure borrowings in the ordinary course;
15.4.25. making payments or entering into material transactions with Members or connected persons, save in the ordinary course;
15.4.26. making material changes to any transaction with Members or connected persons, save on arm's length terms;
15.4.27. resolving to commence a members' voluntary winding up or appoint a liquidator under the Insolvency Act 1986;
15.4.28. proposing a voluntary arrangement, compromise or arrangement with creditors under the Insolvency Act 1986;
15.4.29. resolving to enter into administration under the Insolvency Act 1986; and
15.4.30. resolving to apply to the court for the winding up of the LLP under the Insolvency Act 1986.
15.5. The Designated Members or Members may make decisions by written resolution signed by all the Designated Members or Members respectively; a corporate Member may sign by a director, secretary or authorised representative.
15.6. The Designated Members may delegate, and revoke the delegation of, their powers to the Management Board or any committee comprising Designated Members, Members, Board Members or employees.
15.7. The procedure of any committee shall follow the establishing resolution or, failing that, be determined by majority decision of the committee.
16. MEMBERS' ENTITLEMENTS
16.1. In addition to public holidays in England and Wales, each Member is entitled to ________ working days' annual leave per calendar year (or pro rata for a shorter period), to be taken at times agreed with the other Members.
16.2. Each Member shall be entitled to the following statutory rights, to be applied as if they were an employee of the LLP, so far as compatible with their status as a member:
16.2.1. maternity leave;
16.2.2. paternity leave;
16.2.3. adoption leave; and
16.2.4. shared parental leave.
A Member's absence on any such leave shall not affect their entitlement to and liability for profits and losses under this agreement.
16.3. Each Member shall also be entitled to the following additional entitlements:
________
17. MEMBERS' DUTIES AND RESTRICTIONS
17.1. Each Member shall at all times:
17.1.1. unless otherwise agreed, devote their full time and attention to the Business, save during holidays, parental or other leave provided under this agreement;
17.1.2. diligently engage in the Business and exercise their utmost skill and effort to advance the interests of the LLP;
17.1.3. comply with all applicable laws, regulations and professional standards governing the conduct of the Business;
17.1.4. act with the utmost good faith towards the LLP and the other Members and provide true and full information of all matters affecting the LLP;
17.1.5. if required by the Members or Management Board, act as a Designated Member under the Act for such period as may be specified;
17.1.6. promptly notify the Designated Members of any change to their particulars, for onward notification to the Registrar of Companies under the Act;
17.1.7. keep proper accounts, diaries and records relating to the LLP, to which all Members shall have free access;
17.1.8. promptly notify the Designated Members and Management Board of any legal proceedings to which they become party;
17.1.9. indemnify the other Members, their estates and successors against all losses arising from that Member's material breach of this agreement; and
17.1.10. account to the LLP for any profit or benefit derived in breach of this agreement, including from any unauthorised business, office, the Name, Trading Name or LLP property.
17.2. No Member may, without the prior written consent of all the Designated Members and the Management Board:
17.2.1. engage in any other business or accept any office or appointment (save on a voluntary or honorary basis) which competes with the Business;
17.2.2. derive any benefit from the Name, Trading Name, assets or business connections of the LLP;
17.2.3. enter into any obligation on behalf of the LLP save under the Trading Name;
17.2.4. assign, transfer or charge their interest in the LLP, or admit any person as a member;
17.2.5. deal with any person with whom the Members and Management Board have resolved not to deal;
17.2.6. engage or dismiss any employee of the LLP; or
17.2.7. save as provided in this agreement, participate in or decide any matter reserved to a three-quarters majority of the Members.
18. INDEMNITY AND EXPENSES
18.1. Where a Member has assumed personal liability under a pre-incorporation contract entered into for the benefit of the LLP with the consent of the other Members, the LLP shall on incorporation be deemed to ratify the contract and shall indemnify that Member against all claims, liabilities and costs arising under it.
18.2. The LLP shall indemnify each Member against payments made and personal liabilities incurred in the ordinary and proper conduct of the Business or in protecting the interests and property of the LLP.
18.3. Subject to the consent of the Members, the LLP shall indemnify a Member against payments and liabilities incurred in respect of actions from which the LLP directly or indirectly benefits.
18.4. A Member shall be reimbursed only for reasonable expenses related to the Business where:
18.4.1. the Member provides a corresponding receipt and VAT invoice where appropriate; and
18.4.2. where the LLP provides a credit card, the Member submits the original vouchers for all charges to the LLP.
18.5. The Designated Members and Management Board may set maximum limits on categories of reimbursable expenses by notice to the Members.
19. INSURANCE
19.1. The LLP shall, at its own expense, maintain insurance in such amounts as the Management Board determines, covering:
19.1.1. LLP property;
19.1.2. private medical insurance for Members and employees;
19.1.3. life assurance for the Members;
19.1.4. employer's liability (as required by the Employers' Liability (Compulsory Insurance) Act 1969);
19.1.5. public liability;
19.1.6. professional indemnity; and
19.1.7. the following additional policies:
________
19.2. Members shall co-operate with the LLP in obtaining such insurance, including undergoing any necessary medical examinations.
20. RETIREMENT AND DEATH
20.1. A Member may retire on giving at least ________ months' written notice to the LLP, the date specified being their Leaving Date.
20.2. A Member is deemed to retire:
20.2.1. on the Accounting Reference Date immediately following their ________ birthday (or such later date as agreed with the LLP);
20.2.2. immediately on written notice from the LLP following a court order or appointment of a deputy under section 16 of the Mental Capacity Act 2005.
20.3. A Designated Member may resign their designation on ________ months' written notice to the LLP, provided that no such resignation shall take effect if it would leave fewer than two Designated Members until a replacement is appointed. The resigning Designated Member shall continue as a Member.
20.4. A Board Member who resigns or is removed shall continue as a Member but shall cease to be a Board Member.
20.5. On the death of a Member, their Leaving Date shall be the date of death.
21. EXPULSION
21.1. The LLP may, by written notice expiring on a specified date, expel a Member who:
21.1.1. commits a serious or persistent breach of any material term of this agreement, or fails to remedy a remediable breach within ________ days of written notice;
21.1.2. fails to pay any sum due to the LLP and remains in default for not less than ________ days after written notice;
21.1.3. fails to account for or refund any money belonging to the LLP within ________ days after written notice;
21.1.4. is guilty of conduct likely to have a serious adverse effect on the Business;
21.1.5. ceases to hold any professional qualification required for the performance of their duties;
21.1.6. is convicted of any criminal offence involving dishonesty;
21.1.7. is required by the Management Board to resign and fails to do so within not less than ________ days;
21.1.8. in the reasonable opinion of the Management Board, becomes physically or mentally unfit to perform their duties for ________ days within any ________ months, and such inability has persisted for at least ________ months (excluding holiday, maternity, parental or family leave) immediately before the notice;
21.1.9. suspends or threatens to suspend payment of debts, or is or is deemed unable to pay their debts within the meaning of section 123 or section 268 of the Insolvency Act 1986 (as applicable);
21.1.10. enters into any compromise or arrangement with creditors (save for a solvent reconstruction of a corporate Member);
21.1.11. (being a body corporate) applies for or obtains a moratorium under Part A1 of the Insolvency Act 1986;
21.1.12. (being a body corporate) has a petition presented or order made for its winding up, or an administrator appointed (save for a solvent reconstruction);
21.1.13. (being a body corporate) has a person become entitled to appoint or appoints an administrative receiver or receiver over its assets;
21.1.14. has a receiver appointed, or a person becomes entitled to appoint a receiver, over their assets;
21.1.15. (being an individual) is the subject of a bankruptcy petition, application or order;
21.1.16. has any distress, execution or similar process levied on their assets which is not discharged within 14 days;
21.1.17. is subject to any event in any jurisdiction having an effect equivalent to those in this clause;
21.1.18. (being a body corporate) ceases or threatens to cease to carry on all or a substantial part of its business;
21.1.19. has their financial position deteriorate so as to give rise to reasonable concern about their ability to perform this agreement; or
21.1.20. (being a body corporate) undergoes a change of control within the meaning of section 1124 of the Corporation Tax Act 2010.
21.2. Where a Member is expelled, their Leaving Date shall be the date specified in the expulsion notice.
22. ENTITLEMENTS OF OUTGOING MEMBERS
22.1. On the Leaving Date, an Outgoing Member shall cease to have any share or interest in the property, profits or losses of the LLP, and shall cease to have any voting or management rights.
22.2. From the Leaving Date, the Continuing Members shall succeed to the Outgoing Member's interest in proportion to their profit shares.
22.3. After the Leaving Date the LLP shall:
22.3.1. indemnify the Outgoing Member, their estate and personal representatives against all guarantees and obligations relating to the LLP, save for the Outgoing Member's own tax liabilities; and
22.3.2. pay the Outgoing Member:
22.3.2.1. the amount standing to the credit of their Capital Account;
22.3.2.2. any undrawn profit share and other entitled sums, less the applicable proportion of income or corporation tax as advised by the Auditors, up to the Leaving Date;
22.3.2.3. any sums due in respect of loans, loan interest and interest on capital; and
22.3.2.4. any sum which the Auditors determine represents the value of their share in the LLP at the Leaving Date.
22.4. Such amounts shall be calculated by reference to the audited annual accounts and apportioned for the Accounting Reference Period in which the Leaving Date falls.
22.5. Save where the LLP elects to pay earlier, the sums shall be paid to the Outgoing Member, their personal representatives or trustee in bankruptcy as follows:
22.5.1. ________% on the Payment Commencement Date;
22.5.2. the remaining ________% in ________ equal instalments, the first due on the first Business Day ________ months after the Payment Commencement Date and the remainder every two months thereafter until paid in full;
22.5.3. if any instalment is ________ or more overdue, interest at the Interest Rate shall accrue on the outstanding balance until paid;
22.5.4. the Management Board may, in its discretion, allocate funds from the LLP's profits to provide pension benefits for an Outgoing Member as it considers fair and reasonable;
22.5.5. the Designated Members shall notify the Registrar of Companies of the relevant particulars of any Outgoing Member as required by the Act; and
22.5.6. this agreement shall continue in force among the Continuing Members.
23. OBLIGATIONS OF OUTGOING MEMBERS
23.1. The Outgoing Member or their personal representatives shall, within a reasonable time of the Leaving Date, execute all documents and do all acts reasonably required by the LLP to vest in the LLP any property held on its behalf and to recover any interest of the LLP. The Outgoing Member irrevocably appoints the Continuing Members as their attorney to execute such documents and do such acts on their behalf for these purposes.
23.2. On or within a reasonable time of the Leaving Date, the Outgoing Member shall return to the LLP all documents, records and property of the LLP in their possession or control and shall retain no copies.
23.3. For a period of ________ months after the Leaving Date, an Outgoing Member shall not, without the written consent of the Members:
23.3.1. canvass or solicit any person who was a client or customer of the LLP at the Leaving Date and with whom they had material dealings in the ________ months before the Leaving Date;
23.3.2. act for or deal with any such client or customer;
23.3.3. compete with the LLP or carry on any business of a similar nature within a radius of ________ miles from any business premises of the LLP;
23.3.4. solicit or employ any employee or Member of the LLP at the Leaving Date with whom they had business dealings in the ________ months before the Leaving Date; and
23.3.5. directly or indirectly assist any other person to do any of the foregoing.
23.4. The restrictions in this clause are considered separate and severable; if any is unenforceable but would be valid if part of its wording, period or area were reduced, it shall apply with such modification as is necessary to make it valid and enforceable.
24. DISPUTE RESOLUTION
24.1. If any dispute arises between the Members, or between any Member and the LLP, in connection with this agreement or the affairs of the LLP, the parties shall use all reasonable endeavours to resolve it amicably through good faith discussions.
24.2. If not resolved within a reasonable period, any party may refer the dispute to the Management Board, which shall seek to facilitate a resolution.
24.3. If not resolved by the Management Board within 21 days of referral, the parties shall attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure.
24.4. Unless otherwise agreed, the mediator shall be nominated by CEDR. To initiate mediation, a party must give written notice (the ADR notice) to the other parties to the dispute requesting mediation.
24.5. The mediation shall start no later than 21 days after the ADR notice. The commencement of mediation shall not prevent the parties commencing or continuing court proceedings or arbitration.
24.6. If the dispute is not resolved within 42 days after service of the ADR notice, or a party fails to participate, the dispute shall be resolved in accordance with clauses 34 and 35.
24.7. Nothing in this clause shall prevent any party seeking interim or injunctive relief, nor affect the running of any limitation period.
25. CONFIDENTIALITY
25.1. Each Member and Outgoing Member undertakes not to disclose any Confidential Information except as permitted under this clause.
25.2. A Member or Outgoing Member may disclose Confidential Information:
25.2.1. to their employees, officers, contractors, representatives or advisers who need to know it, provided they procure compliance with this clause; and
25.2.2. as required by law, a court of competent jurisdiction or any governmental or regulatory authority.
25.3. No Member or Outgoing Member shall use Confidential Information other than to perform their obligations under this agreement.
25.4. All Confidential Information shall remain the property of the LLP.
25.5. Each Member and Outgoing Member shall promptly notify the LLP of any unauthorised use or disclosure of Confidential Information and provide reasonable assistance to remedy it.
25.6. Any breach of this clause shall be a serious breach of this agreement entitling the LLP to require an account of any benefit obtained and to expel the Member under clause 21.
26. DATA PROTECTION
Each party shall comply with all applicable requirements of the UK GDPR (Regulation (EU) 2016/679 as it forms part of the law of England and Wales by virtue of the European Union (Withdrawal) Act 2018) and the Data Protection Act 2018 in respect of any personal data processed in connection with the LLP and this agreement.
27. UNFAIR PREJUDICE
The right of a Member to apply to the court under section 994 of the Companies Act 2006 (as applied to LLPs by regulations made under the Act) is hereby excluded.
28. ENTIRE AGREEMENT
28.1. This agreement constitutes the entire agreement between the parties and supersedes all prior agreements, understandings and arrangements between them, whether written or oral, relating to its subject matter.
28.2. Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty not set out in this agreement.
28.3. No party shall have any claim for innocent or negligent misrepresentation or misstatement based on any statement in this agreement.
28.4. Nothing in this clause shall limit or exclude any liability for fraud.
29. NOTICES
29.1. Any notice given under or in connection with this agreement:
29.1.1. shall be in writing and in English;
29.1.2. shall be signed by or on behalf of the party giving it; and
29.1.3. shall be sent to the party at the address and email address set out below.
29.2. The addresses and contacts of the parties are:
29.2.1. ________ with email: ________ and address:
________
29.2.2. ________ with email: ________ and address:
________
29.2.3. the LLP at the Registered Office, marked for the attention of ________, with email: ________.
29.3. A party may update its details by notice, the change taking effect at 9.00 am on the later of the date specified in the notice or five Business Days after deemed receipt.
29.4. A notice is deemed received:
29.4.1. if delivered by hand, at the time it is left at the address;
29.4.2. if sent by pre-paid first class post or other next working day delivery service providing proof of postage, at 9.00 am on the second Business Day after posting;
29.4.3. if sent by pre-paid airmail providing proof of postage, at 9.00 am on the fifth Business Day after posting; and
29.4.4. if sent by email, at the time of transmission.
29.5. Where deemed receipt would occur outside business hours (9.00 am to 5.00 pm, Monday to Friday, excluding public holidays at the place of receipt), it shall be deferred until business hours resume.
29.6. This clause does not apply to the service of any proceedings or documents in any legal action or other dispute resolution.
30. COSTS
Except as expressly provided, each party shall bear its own costs in connection with the negotiation, preparation and execution of this agreement.
31. WAIVER
31.1. A waiver of any right or remedy is effective only if in writing and shall not be deemed a waiver of any subsequent right or remedy.
31.2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy or prevent its further exercise.
32. FURTHER ASSURANCE
Each party shall, at its own expense, execute and deliver such documents and perform such acts as may reasonably be required to give full effect to this agreement.
33. SEVERANCE
33.1. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary to make it valid, legal and enforceable; if such modification is not possible, the provision shall be deemed deleted, and the validity of the remaining provisions shall not be affected.
33.2. The parties shall negotiate in good faith to agree a replacement provision that achieves, as nearly as possible, the intended commercial result.
34. GOVERNING LAW AND JURISDICTION
34.1. This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
34.2. Subject to clause 35, each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any such dispute or claim.
35. ARBITRATION
35.1. Where the parties agree in writing to submit a dispute to arbitration, any dispute arising out of or in connection with this agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which are deemed incorporated into this clause.
35.2. The number of arbitrators shall be one.
35.3. The seat or legal place of arbitration shall be ________.
35.4. The language of the arbitration shall be English.
35.5. The governing law of this agreement shall be the substantive law of England and Wales.
EXECUTION
This agreement has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it.
Executed as a deed by ________
Signature: ______________________
In the presence of:
Witness signature: ______________________
Witness name: ________
Witness occupation: ________
Witness address: ________
Executed as a deed by ________
Signature: ______________________
In the presence of:
Witness signature: ______________________
Witness name: ________
Witness occupation: ________
Witness address: ________
Executed as a deed by ________ acting by the following Designated Members:
Designated Member signature: ______________________
Name: ________
Designated Member signature: ______________________
Name: ________
Fields you complete are inserted into the document live. This template is general guidance only — not legal advice.