Limited liability partnership agreement—general
Limited liability partnership agreement—general

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

  • Limited liability partnership agreement—general
  • Parties
  • Recitals
  • Schedule 1LLP Members
  • Part A: Initial Members
  • Part B: Designated Members
  • Schedule 2LLP Property
  • Part A: The LLP Properties
  • Part B: Intellectual Property

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see Practice Note: Brexit—drafting boilerplate clauses.

This llp Agreement is made on [insert date and month] 20[insert year]


  1. 1

    The parties listed in Schedule 1 (Initial Members); and

  1. 2

    [insert name] LLP a limited liability partnership (registration number OC [insert number]) whose registered office is at [insert address] (LLP).


    1. (A)

      [The LLP was incorporated under the Act on [insert date]. OR The Initial Members intend to incorporate the LLP under the Act on or immediately after the date of this agreement.]

    2. (B)

      The Initial Members are entering into this agreement to set out the internal arrangements of the LLP and their rights, obligations and duties in relation to the LLP.

The parties agree:

  1. 1

    Definitions and interpretation

    1. 1.1

      In this agreement:

    2. Accounting Period

      1. means each period of 12 months ending on the Accounting Reference Date;

      Accounting Reference Date

      1. means [insert date] in each year or such other date as the Members may from time to time designate;


      1. means the profit and loss account and balance sheet of the LLP drawn up in