A limited liability partnership (LLP) is a body corporate that is a separate legal entity from its members (sometimes referred to as ‘partners’).

The private agreement between members of a limited liability partnership setting out their rights and duties between themselves.

It will almost always be advisable for the partners of a limited liability partnership (LLP) to enter into a limited liability partnership agreement in order to avoid the application of any inappropriate default provisions in the Limited Liability Partnerships Act 2000 (LLPA 2000) or to supplement the statutory provisions where they are insufficient. Default provisions The Limited Liability Partnerships Regulations 2001, SI 2001/1090 (LLPR 2001) set out default provisions that will apply to the operation of an LLP in the absence of any specific agreement to the contrary. These are as follows: • all members share equally in the capital and profits of the LLP (losses are not included in this provision as an LLP, as a body corporate separate from its members, bears its own losses) • the LLP must indemnify any member for payments and liabilities incurred in the ordinary and proper conduct of the LLP’s business or in or about anything necessarily done for the preservation of the LLP’s business or property • every member may take part in the management of the LLP’s business

This llp Agreement is made on [insert date and month] 20[insert year] Parties 1 The parties listed in Part A of the Schedule (Members); and 2 [insert name]LLP a limited liability partnership (registration number OC [insert number]) whose registered office is at [insert address] (LLP). background (A) [The LLP was incorporated in accordance with the Act on [insert date]. OR The Members intend to incorporate the LLP in accordance with the Act on or immediately after the date of this agreement.] (B) The Members and the LLP are entering into this agreement to set out their agreement as to the management and administration of the LLP and their rights, obligations and duties in relation to the LLP. The parties agree: 1 Definitions and interpretation 1.1 In this agreement: Accountants • means [insert name of LLP’s accountants] or such other accountants as the Members decide to appoint in accordance with clause 7.1; Accounting Date • means [insert date] in each year or such other date as the Members may decide in accordance with clause 7.1; Accounting Period • means each period of 12 months ending on the Accounting Date; Act • means the Limited Liability Partnerships Act 2000; Bank

This llp Agreement is made on [insert date and month] 20[insert year] Parties 1 The parties listed in Schedule 1 (Initial Members); and 2 [insert name] LLP a limited liability partnership (registration number OC [insert number]) whose registered office is at [insert address] (LLP). background (A) The LLP was incorporated on [insert date]. (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 Definitions and interpretation 1.1 In this agreement: Accounting Period • means each period of 12 months ending on the Accounting Reference Date; Accounting Reference Date • means [insert date] in each year or such other date as the Members may from time to time designate; Accounts • means the profit and loss account and balance sheet of the LLP drawn up in accordance with clause 22; Act • means the Limited Liability Partnerships Act 2000; Auditors • means [insert name] or such other firms as the Members may from time to time designate as the auditors of the LLP; Bank • means [insert name] or such other bank as the Members may from time to time designate as the principal bank

A body corporate formed under the Limited Liability Partnerships Act 2000 which shares aspects of both a partnership and a company, but is neither. It is a separate legal entity and the liability of its members is limited (like a company) however it is taxed like a partnership.

The majority of law applicable to limited liability partnerships (LLPs) is actually modified company law rather than partnership law. The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009, SI 2009/1804 (2009 Regulations) apply many parts of the Companies Act 2006 (CA 2006), with appropriate modifications, to LLPs. The 2009 Regulations also apply Parts 1, 2, 3 and 5 of the Companies (Cross-Border Mergers) Regulations 2007, SI 2007/2974 to LLPs. The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008, SI 2008/1911 (2008 Regulations) apply parts of CA 2006 in relation to accounts and audit to LLPs with appropriate modifications. This Checklist sets out those provisions of CA 2006 that are applied to LLPs pursuant to these regulations. Companies Act 2006 (CA 2006), section Statutory instrument applying CA 2006 provision Subject Part 2—Company formation CA 2006, s 12A 2009 Regulations, SI 2009/1804, reg 3A (link accessible within SI 2009/1804, reg 4) (inserted by SI 2016/340, reg 5 and SI 2016/340, Sch 3, para 3) Statement of initial significant control Part

A partner of a limited partnership nominated as such who has no active involvement in the management of the limited partnership business and enjoys limited liability.

Institutions or individuals that contribute capital to a equity'>private equity fund and have limited liability, provided they do not participate in the management of the limited partnership. LPs typically include pension funds, insurance companies, and fund of fund investors as well as carried interest partners.

In Henderson PFI Secondary Fund II LLP (Certain Ltd Partners in) v Henderson PFI Secondary Fund II LLP, the High Court held that limited partners were not entitled to pursue a derivative claim against a general partner for breaches of partnership agreement and management deed, and pursuing a derivative claim against a manager would mean they would forfeit their limited liability as if they were a general partner.

A limited partnership (an LP) is formed under the Limited Partnership Act 1907.

Written agreement between the general partner(s) and limited partners to a limited partnership setting out the rights and duties of the partners between themselves.