LLP Agreement Review

LLPs without a written members' agreement default to a set of statutory rules that almost no LLP would want. The default is equal profit shares, equal voting, no provisions for what happens when a member leaves, and no mechanism for admitting new members on different terms. If you are running an LLP on the default, you are running it on rules that were drafted for a hypothetical LLP, not yours.

What an LLP agreement governs, and why review matters

An LLP agreement governs the relationship between the members of a limited liability partnership. It covers profit-sharing, capital contributions, management, decision-making, and what happens when a member retires, is expelled, or the LLP is wound up. Without a written agreement, the default provisions in the LLP Regulations apply, including equal profit-sharing and unanimous decision-making, which may not reflect the members’ intentions.

A review is most valuable before admitting a new member, when the LLP's circumstances have materially changed since the agreement was first put in place, or if disputes are beginning to surface. It identifies provisions that may no longer be fit for purpose and highlights any gaps that could cause problems.

Reviewing what you have, whether that is a default position, a template you signed at formation, or something a previous adviser drafted, is the first step to understanding whether the document on file matches the business you are running.

Example: a typical scope and fixed fee

For an LLP with up to four members, the typical scope looks like this.

What's included

• Review of your existing LLP agreement
• Advice on member protections, profit-sharing mechanisms, and exit provisions
• A clear written summary with practical recommendations
• A follow-up call or email exchange to discuss the findings

What's outside this scope

• Drafting a new or amended LLP agreement (see LLP Agreement Drafting)
• Tax advice

Fixed fee: £295, no VAT.

How I will approach your matter

Once you have instructed me, I will be in touch within one working day. Send me the existing LLP agreement, and I will work through it against the practical realities of how the LLP operates, producing a written review covering member protections, profit-sharing, exit provisions, and any gaps or risks. We will then have a call or an email exchange to discuss the findings.

Common questions

What if our LLP has no written agreement?

Without a written LLP agreement, the default provisions in the LLP Regulations apply. These include equal profit-sharing and unanimous decision-making, which may not reflect members' intentions.