Limited Liability Partnership Agreement - Conversion

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Buy Limited Liability Partnership Agreement - Conversion

sample limited liability partnership agreement - copy-protected first part of document only
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This agreement is specifically for the conversion of an existing partnership into a Limited Liability Partnership, as such it provides for the transfer of assets and liabilities from the previous partnership and the use of existing auditor and banking arrangements.

To create a Limited Liability Partnership a Form LLP2 must be obtained from Companies House and submitted together with a fee. The Form LLP2 only deals with the incorporation of the LLP, all the other vital details must be recorded within a Limited Liability Partnership Agreement.

When setting up a Limited Liability Partnership it is vital to have a comprehensive agreement between the members of the LLP. This agreement sets out in detail the members' capital contributions and rights & responsibilities to the LLP and each other. An LLP is a cross between a conventional partnership and a limited company. The key advantage is that members of the LLP are able to limit their liability in the same way as a company. The only disadvantage is that like a company, the LLP has to be incorporated at Companies House and must file yearly accounts and an annual return with Companies House. The accounts and return are then available for inspection by anyone, so there is a loss of financial privacy.

There are two types of members (partners in a conventional partnership agreement) in an LLP - Members and Designated Members. Designated Members have additional management powers and obligations, which they must carry out, these are as follows:

Appointment of auditors, if required.

Signing and delivering the accounts on behalf of the other members to Companies House.

Notifying Companies House of any change in the membership or the registered office.

Preparing and delivering the annual return.

Undertaking the dissolution or winding-up of the LLP, if required.

It is for the members to decide who will be designated members, however the LLP must have at least two designated members at any given time.

The agreement also contains the following clauses:

Definitions

Incorporation of the LLP

Nature and Duration of the Business

LLP Name

Registered Office

Place of Business / LLP Property

Intellectual Property Assets and Goodwill

Accounts

Banking

Shares and Capital Contributions

Profits and Losses

Drawings

Members Duties

Restrictions on Member's Authority

Holidays

Management of LLP

Indemnity

Insurance

Retirement

Expulsion

Financial Provisions on Death, Expulsion or Retirement

Further Provisions Following Retirement or Expulsion

Winding Up

Arbitration

Notices

General

Schedule 1 A - Designated Members

Schedule 1 B - Members

Schedule 2 - Profits and Losses

Signatures and Witnesses

Reasons to buy:
The terms of an LLP must be clearly stated so that each member is aware of their respective rights & responsibilities and so that the LLP can be correctly run.

Includes free technical support

Document format
Microsoft Word

Delivery method
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