Execution formalities—limited liability partnerships
Execution formalities—limited liability partnerships

The following Commercial guidance note provides comprehensive and up to date legal information covering:

  • Execution formalities—limited liability partnerships
  • The law
  • Simple contracts
  • Execution by the limited liability partnership
  • Execution on behalf of the limited liability partnership
  • Deeds
  • HM Land Registry requirements
  • Acting as a member of more than one LLP

This Practice Note provides practical guidance on proper execution of simple contracts and deeds for limited liability partnerships (LLPs).

The law

Before 1 October 2009, the execution formalities that applied to LLPs were set out in the Companies Act 1985.

Since 1 October 2009, LLPs have been subject to the Companies Act 2006 (CA 2006) by virtue of and modified by the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (LLPs (Application of CA 2006) Regs 2009), SI 2009/1804 which applies CA 2006, ss 43–47 to LLPs with modifications.

CA 2006, s 43 states that an agreement can be entered into in one of two ways:

  1. by a company, or

  2. on behalf of a company

It is important to note, however, that while the directors of a company are its officers, members in an LLP act as agents for the LLP.

CA 2006, s 47 relates to the execution of deeds or other documents by an attorney. This section will only apply to execution of deeds by an LLP acting by its attorney where the instrument appointing the attorney to act as the LLP's attorney and execute deeds and other documents on its behalf was itself executed on or after 1 October 2009 (see Practice Note: Execution formalities—under a power of attorney).

By virtue of the LLPs (Application of CA 2006) Regs 2009,