Free Limited Liability Partnership Agreement Template

A limited liability partnership agreement sets out the terms between members of an LLP — a structure that combines partnership-style flexibility with limited liability for its members.

The appeal is in the name. In a general partnership, partners can be personally responsible for the business’s obligations; an LLP is designed to limit that exposure, which is why professional firms and many service businesses adopt it.

The structure is a creature of statute. LLPs must be registered, and what they are called, how they are formed, what protection members actually get, and what they must file all differ between jurisdictions.

The agreement is the internal rulebook. Registration creates the entity; the agreement decides how it is run, how profits are shared, and what happens when a member joins or leaves.

This is the step to take before drafting anything.

Whether an LLP is available to you, what it is called where you are, how it is registered, what protection members receive, what must be filed publicly, and how it is taxed are all questions set by statute and differ substantially between jurisdictions.

They also interact. The right structure depends on liability, tax treatment, how you intend to grow, whether you need outside investment, and in some fields whether your profession restricts which structures you may use.

Because of that, this page states no registration requirement, no filing obligation, no tax treatment, and no rule about the extent of members’ liability anywhere.

Speak to a lawyer and an accountant in your jurisdiction before choosing between a partnership, an LLP, and a company. Getting the structure right at the outset is far cheaper than changing it once the business is trading.

Tip: Ask specifically what limited liability does and does not cover where you are. Members can often still be personally responsible for their own negligence, and personal guarantees given to lenders sit outside the structure entirely.

A limited liability partnership agreement should cover both the running of the business and the arrangements between members.

The LLP and Its Members

Registered name, registered office, members’ names, and the date of the agreement.

Capital Contributions

What each member contributes, and how further contributions are agreed.

Profit Sharing and Drawings

How profits are allocated, when they are distributed, and what members may draw.

Management and Decision-Making

Who manages the business, which decisions require what level of agreement, and any designated roles.

Members’ Duties

Time commitment, exclusivity, and standards expected.

Admission of New Members

The process and the approval required.

Retirement, Expulsion, and Death

How a member leaves, how their interest is valued, and when they are paid.

Restrictions After Leaving

Any confidentiality or non-solicitation terms, drafted carefully.

Dispute Resolution, Dissolution, and Governing Law

How disagreements are settled and how the LLP may be wound up.

Members frequently assume the structure protects more than it does.

It does not cover personal guarantees. Banks and landlords routinely require them, and a guarantee is a personal promise that sits outside the LLP entirely.

It may not cover your own professional negligence. In many places a member remains personally responsible for their own acts, which is why professional indemnity insurance matters as much as the structure.

It does not protect against everything a member does. Depending on jurisdiction, personal responsibility can arise in defined circumstances, and those are worth understanding rather than assuming away.

It does not remove filing and disclosure obligations. LLPs typically carry public filing requirements that a general partnership does not, and some members are surprised by what becomes visible.

Tip: Review your insurance alongside the agreement. The structure and the cover do different jobs, and most professional firms need both.

A limited liability partnership agreement should be drafted with professional help. Document Genius walks you through each section with simple questions.

1. Confirm the Structure First

With a lawyer and an accountant in your jurisdiction.

2. Record Contributions and Profit Shares

Including how each may change.

3. Set Out Management and Decisions

Who decides what, and at what threshold.

4. Deal With Joining and Leaving

Process, valuation, and timing of payment.

5. Address Disputes

A mechanism agreed in advance.

6. Have It Reviewed, Then All Members Sign

Each member taking their own advice. Start yours now and have a draft ready for review.

The provisions people ignore at the start are the ones that matter most at the end.

Agree a valuation method now. Whether a member’s interest is valued at capital account, on a multiple of profits, by independent valuation, or by an agreed formula should be settled while nobody knows who will leave first.

Set payment terms. Paying out a departing member in one sum can be difficult for a business, so instalments over a defined period are common and should be written down.

Distinguish between types of departure. Retirement, resignation, expulsion, and death may reasonably carry different terms, and an agreement treating them identically usually satisfies nobody.

Say what happens to the departing member’s obligations. Ongoing confidentiality, client arrangements, and any continuing liability should be dealt with expressly.

Tip: Talk through a departure scenario out loud with your fellow members before drafting. The gaps in the agreement become obvious quickly when you try to describe what would actually happen.

A few limits apply regardless of drafting.

It does not create the LLP. Registration does, and the agreement operates within whatever the applicable law provides.

It does not override statutory duties. Members’ obligations under the governing statute apply regardless of what the agreement says.

It does not release personal guarantees. Only the creditor can do that.

It does not bind third parties. Clients, lenders, and landlords are governed by their own contracts with the LLP.

It does not settle tax. Allocation of profits, drawings, and members’ individual positions all need proper advice, and they fall on each member individually.

Nothing on this page is legal, tax, or accounting advice, and no rule on registration, filing, liability, professional regulation, or taxation is stated anywhere on it. Take advice from a lawyer and an accountant in your jurisdiction.