Members agreement

An LLP does not have a Memorandum or Articles of Association as a limited company would have, nor does it have a specified management structure. Therefore, it is up to the members to agree amongst themselves how they should run and regulate the LLP. It is important that a properly drafted Members' Agreement is prepared to set out the terms of the partnership, especially as partnership law cannot be expressly implied in relation to those terms.

The Members' Agreement should cover, amongst other matters, the following:

• the capital contributions made by members and how these may be increased or transferred;

• the profit sharing ratio;

• how decisions of the LLP are made;

• the procedure for admitting new members;

• the identity of the designated members and the scope of their designated authority, if any, over and above their statutory duties;

• the intended lifetime of the LLP and how it can be wound-up;

• how the Members' Agreement can be amended and the procedures for meetings of members.

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