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LLP Agreement Completion Guide

The LLP Agreement can be purchased from our website using the link below. The Agreement is a professionally drafted partnership agreement for a Limited Liability Partnership and may be used in conjunction with our online LLP Company Formation Guide.

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Please use the guidance notes below to complete the LLP Agreement.

Company Name

The company name must end with LLP and it must be unique on the Companies House register. You can check the availability of your name direct with Companies House using the link below:

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Certain words are restricted within the company name. You can check if your proposed name includes a sensitive word from the link below. This page will also detail the requirement for qualifying to use each word.

Sensitive Words Database >>

Designated Members

A designated member will take on additional legal responsibilities and obligations similar to those of a standard company director. You can find out more about designated members from the link below:

Standard and Designated Members

You must distinguish the designated members where applicable in Schedule 1 of the agreement and modify clause 1.2 accordingly.

Other Fields

Below is a list of the editable fields (highlighted in blue) within the agreement along with the definition and instructions for completion.
  • Enter the business activities of the LLP in clause 2.2.
  • Enter the start date for the agreement in clause 3.1.
  • Enter the registered office address for the company in clause 4.1 as per the one declared in the LLP2 form.
  • Enter the appointed member with the authority to change the registered office address of the company
  • Enter the principle business address in clause 4.4. This is often the same as the registered office address.
  • Enter the auditors/accountants appointed by the company in clause 5.2 along with the appointed member with powers to change the auditor/accountant from time to time.
  • Enter the year end date of the company in clause 5.3. This is usually the last day of the month on which the company was incorporated.
  • Enter the bankers appointed in clause 6.1.
  • Enter the nominated signatory for authorising outgoing payments in clause 6.3.
  • Enter the percentage of entitlement to distributed profits for each member in section 8. If all members hold the same entitlement to profits please retain the relevant statement.
  • Enter the individual drawings for each member of the company. This is a fixed amount payable from profits.
  • Enter the holiday entitlement in weeks per year in section 11 for each member.
  • Enter the capital expenditure limit and borrowing limits for the members in section 12.
  • A quorum is the total number of members that must be present at a meeting to validate a decision or resolution.
  • Enter the required number of month notice that must be issued for any resigning members in Clause 14.1.
  • An additional statement in clause 4.1 can be retained where a resigning member must hold his/her position until a replacement is sought where the resignation would leave only one remaining member.
  • Enter the period in years over which any final settlement payment is made to resigning members in clause 14.7.
  • Enter the professional body appointed to arbitrate any disputes in section 17.

Finalising the LLP Agreement

Once all the blue editable fields in the agreement have been completed then each member must be declared at the foot of the agreement and in Schedule 1. Every member must individually sign and date the agreement and have their details countersigned by a witness.
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