The date of this Agreement is [Day] of [Month], 20[Year] (the “Signing Date”).
This is an agreement between:
- 1. The people listed in the Schedule, who are the initial members of a limited liability partnership (“Initial Members”); and
- 2. The limited liability partnership itself – details of which are listed in the Schedule (“the LLP”).
- 2.1 The Initial Members have agreed to enter into this Agreement with the LLP to set out the basis on which the LLP is to be organised and the rights and responsibilities of the members of the LLP from time to time (“Members”). LLP’s are partnerships in which the members’ exposure to losses is normally limited to the amount of capital they pay into the partnership when setting it up.
- 2.2 The LLP is formed under the Limited Liability Partnerships Act 2000 (and any amendments to that piece of legislation from time to time) (“the Act”).
- 2.3 The Members can decide to appoint some of them as “Designated Members” to carry out certain administrative tasks for the LLP and other tasks listed in the Act. Any initial Designated Members are listed in the Schedule.
- 3.1 The LLP was incorporated under the Act on the date set out in the Schedule.
- 3.2 The LLP will keep the certificate of registration of the LLP issued by the registrar of companies at the LLP’s registered office.
Also included in this document:
4. Commencement, Business and Duration
5. Name and Registered Office
6. Place of Business
7. LLP Property and Intellectual Property
9. Accounts, Auditors and Audit
11. Profits [and Losses]
12. Money on Account
13. Admission of Members
14. Meetings and Decision-making
15. Members’ Duties and Restrictions
16. Protection of Members
18. Retirement and Death
19. Removing a Member
20. Entitlements of Leaving Members
21. Responsibilities of Leaving Members
26. Which Law Applies and Disputes