Put your limited liability partnership's internal arrangements into a clear written agreement, covering contributions, profit shares, management, voting, authority and member changes with a document service suited to the terms you have agreed and the level of support you require.

Choose Your LLP Agreement Route

Start by identifying which arrangements your members need to record, then choose a standard template, a completed or adapted agreement, or a bespoke agreement and review route that reflects the requirements and professional input involved.

Establish how the members intend to operate the LLP, including their contributions, economic arrangements, management responsibilities, decision-making and ordinary exit provisions.

Recognise that Companies House registration does not establish every detail of the members' working relationship; the internal agreement records the arrangements the members have agreed, subject to applicable law.

Choose StandardStart™ for £95 + VAT if you need an unadapted LLP agreement template with completion instructions and intend to complete the document yourselves.

Choose AgreementPlus™ for £225 + VAT if the members' terms are already settled and fit Coddan's approved standard adaptation scope, including one structured clarification round.

Consider BespokeStruct™ from £450 + VAT where governance, investment, control, exit, vesting, default or other requirements fall outside the approved standard agreement clauses.

Identify the instructions and supporting documents needed for your chosen route, including the agreed contributions, profit shares, voting arrangements, management provisions and any existing agreement or related documents.

Keep settled commercial instructions separate from unresolved negotiations or disputed rights; the completed or adapted agreement route is intended for agreed terms within its approved scope.

Understand the fee position: the agreement packages have no Companies House filing fee because the agreement itself is an internal document, and the services are one-off unless a bespoke written scope states otherwise.

Recognise when independent legal, tax or other professional advice may be required; bespoke drafting, legal opinions, tax design, contentious negotiations and other separate work are not automatically included in the document packages.

Once you have identified the document and support your members require, review the three agreement packages and select the appropriate route, ensuring that all members approve the relevant instructions and final text where applicable.

Review LLP Agreement Packages

The appropriate LLP agreement should reflect the members' actual arrangements and the level of drafting or review required. Coddan offers a standard template for £95 + VAT, a completed or adapted standard-scope agreement for £225 + VAT, and individually scoped bespoke agreement or review work from £450 + VAT. There is no Companies House filing fee for the agreement itself. Legal advice, bespoke professional work and other third-party fees are separate where required.
Call us on: 033 0808 0089 if you need clarification about the available agreement packages or the information required for your chosen route.

UK LLP Agreements & Internal Governance: Structuring Partnership Operations

LLP agreement, member arrangements and working governance

LLP Agreement and Governance

Record how the members intend to manage the LLP, make decisions, allocate capital and profits, admit or retire members, protect its property and respond when circumstances change.

Companies House registration creates the limited liability partnership. It does not write the members’ complete working relationship. An LLP has no shareholders or articles of association: its internal arrangements operate within the legislation, the agreement among its members and the applicable general law.

Understand the agreement’s function Compare Coddan’s document routes

Complete free explanation: provided on this page. Document services: £95 + VAT for the standard template, £225 + VAT for a completed or adapted standard agreement, and individually scoped bespoke preparation or review from £450 + VAT. No Companies House fee or automatic renewal applies to the agreement itself.

Registration is not organisation

The public filing and the members’ agreement perform different jobs

The incorporation application records prescribed information for the public register. The LLP agreement determines—or helps evidence—the mutual rights and duties of the members and their relationship with the LLP. One does not replace the other.

The Companies House filing

creates the LLP as a body corporate;
records its name, jurisdiction, registered office and registered email;
records members and designated-member status;
records the instructed registrable PSC position; and
creates the initial public register.

The members’ internal arrangements

allocate management and decision authority;
record voting, capital, profit and drawings arrangements;
set admission, retirement, death, incapacity and exit provisions;
deal with property, confidentiality and disputes; and
provide a route for amendment as the LLP changes.

An LLP agreement is wider than the document carrying that title

The statutory concept covers an agreement determining the members’ mutual rights and duties and their rights and duties towards the LLP. The arrangement can include written, oral or implied terms. Later agreements, deeds of adherence, decisions or side arrangements may also affect the complete position.

Written agreement

A single written document can organise the principal terms and create a clearer reference point for members, accountants and advisers.

Other operative arrangements

Admission documents, later amendments, minutes, committee decisions, correspondence or established conduct may need to be considered when identifying the actual agreement.

Evidential uncertainty

An oral or implied arrangement may exist, but uncertainty about its terms, amendment or interaction with a written document can require legal analysis.

A written LLP agreement is not described here as a universal statutory filing requirement. Its professional value lies in recording the intended arrangement and reducing dependence on uncertain evidence or unsuitable defaults.

Where the members have not agreed otherwise

The statutory defaults may supply rules the members did not choose

Regulation 7 of the Limited Liability Partnerships Regulations 2001 applies specified default provisions, subject to any agreement between the members or between the LLP and its members. Regulation 8 separately restricts expulsion by majority unless an express agreement provides the power.

Principal LLP statutory default provisions
Default subject	Position where no contrary agreement applies	Why the intended arrangement may need recording
Capital and profits	All members share equally in the LLP’s capital and profits.	The intended economic shares may differ, change over time or depend on defined conditions.
Member indemnity	The LLP indemnifies a member for payments and personal liabilities incurred in the ordinary and proper conduct of the business or necessarily preserving its business or property.	Authority, expenses, insurance and excluded conduct may need clearer operational treatment.
Management participation	Every member may take part in management.	The members may intend different functions, committees, delegations or authority limits.
Management remuneration	No member is entitled to remuneration merely for acting in the LLP’s business or management.	Drawings, fixed shares, benefits or other economic arrangements need deliberate treatment and professional tax/accounting review.
New members and voluntary assignment	No person may be introduced as a member, or voluntarily assigned an interest, without all existing members’ consent.	The LLP may require a clearly defined admission process, conditions, adherence documents and defined approvals.
Ordinary decisions	Differences on ordinary business matters may be decided by a majority, each member having one vote; changing the nature of the business requires all members’ consent.	Weighted votes, reserved matters, enhanced majorities and deadlock procedures may be required.
Books and records	The default gives every member access to inspect and copy the LLP’s books and records as prescribed.	Practical access, confidentiality and record-control arrangements may need definition alongside statutory record duties.
Information and accounts	A member must render true accounts and full information concerning matters affecting the LLP to any member or that member’s legal representatives.	Reporting routines, confidentiality and professional access may need an organised process.
Unauthorised benefit or use	A member must account to the LLP for a benefit derived without consent from a transaction concerning the LLP or use of its property, name or business connection.	Conflict, disclosure, consent and property-use procedures may require express treatment.
Competing business	A member carrying on a competing business without consent must account to the LLP for profits made from it.	Permitted outside activities, conflicts and any restriction requiring legal advice should be identified.
Expulsion	No majority may expel a member unless an express agreement confers that power.	Grounds, procedure, voting, valuation and fairness require careful drafting and may require solicitor advice.

Build the agreement around the LLP’s actual working relationship

The correct document route depends on what the members intend—not on how many clauses can be placed in a template. Each subject below must be considered only to the depth required by the LLP’s circumstances.

Business and purpose

The intended business, permitted activities, authority boundaries and decisions that require collective approval.

Roles and management

Member functions, time commitments, delegation, committees, signing authority and the practical administration carried by designated members.

Capital, profits and drawings

Initial and later contributions, capital accounts, profit and loss allocation, drawings, benefits, retention of funds and changes to economic participation.

Voting and reserved decisions

Ordinary decisions, unanimous or enhanced-majority matters, written decisions, meetings, records, conflicts and deadlock procedures.

Admission, retirement and exit

New members, voluntary retirement, death, incapacity, prolonged absence, express expulsion provisions, valuation, payment and continuing obligations.

Property and professional assets

LLP property, intellectual property, confidential information, records, work in progress and return or permitted use after departure.

Disagreement and breakdown

Internal escalation, meetings, mediation, suitable expert determination, deadlock, proceedings, jurisdiction and dissolution consequences.

Amendment and evidence

How the agreement can be changed, what approval is required and how amendments, accessions and decisions are recorded with the operative document.

A document cannot guarantee that disagreement will never arise. Its function is to record the intended rules, responsibilities and routes clearly enough for the members and their advisers to identify the agreed starting point.

Internal governance and external dealings

Allocating work internally does not answer every authority question externally

Under the Limited Liability Partnerships Act 2000, every member is an agent of the LLP. The Act also provides circumstances in which an LLP is not bound where a member lacks authority and the person dealing with that member knows of the lack of authority or does not know or believe the person to be a member.

Internal authority

The agreement can allocate roles, approvals, signing limits, committees and reserved decisions among members.

External effect

The members must not assume that a private internal limit automatically prevents the LLP from being bound in every external transaction.

Professional conclusion

Disputed authority, liability, third-party knowledge or enforceability requires a solicitor’s assessment of the documents and facts.

This is why the agreement must be connected to real decision procedures and records rather than treated as a document placed in a file after incorporation.

Select the document level after identifying the circumstances

Three Coddan routes—and a solicitor boundary where the job changes

A standard agreement is not automatically unsuitable, and bespoke preparation is not automatically necessary. The correct route depends on whether the standard assumptions match the members’ arrangement, whether approved adaptations are required and whether the instruction has become legal advice, negotiation or a dispute.

Direct selection after acknowledgement

Standard LLP Agreement Template

£95 + VAT

An unadapted standard template with instructions for members whose intended arrangement corresponds to the stated standard assumptions.

standard document in the approved form;
guidance on completing or implementing it within the defined scope; and
clear warning where the requested arrangement does not belong to the template route.

Official fee: none.

Renewal: none; one-off template supply.

Not included: completion, adaptation, negotiation, legal advice, filing or later amendment.

Select the standard template route

Conditional application

Completed or Adapted LLP Agreement

£225 + VAT

An approved standard agreement completed from accepted instructions or adapted within Coddan’s defined non-legal document-preparation scope.

structured collection of the relevant member and governance facts;
completion of the approved document from accepted instructions;
approved adaptations recorded in the accepted written scope; and
referral where the requested provision requires negotiation or legal advice.

Official fee: none.

Renewal: none; one accepted document instruction.

Separate: formation, filings, tax/accounting advice, negotiated provisions, solicitor work and changes outside the accepted scope.

Apply for the completed or adapted route

Enquiry and individual quotation

Bespoke Agreement Preparation or Review

From £450 + VAT

Individually scoped document work where the standard or approved adapted route does not correspond to the required arrangement.

written scope and quotation before acceptance;
tailored document preparation within Coddan’s confirmed capability;
administrative review of an existing agreement where expressly scoped; and
solicitor referral where a legal opinion, negotiation or contentious provision is required.

Official fee: none for the agreement.

Engagement: individually quoted; no automatic renewal.

Separate: external solicitor, accountant, tax-adviser, filing, certification or other third-party charges.

Request a scoped agreement enquiry

Choose by circumstance, not by document label

LLP agreement service route comparison
Circumstance	Likely route	Coddan function	Boundary
The members accept the disclosed standard assumptions without adaptation.	Standard template	Supply the approved unadapted document and instructions.	The you decides whether the assumptions match; legal advice is separate.
The members have settled facts that fit the approved completion or adaptation scope.	Completed or adapted agreement	Collect the relevant instructions and prepare the approved document outcome.	No negotiation, tax conclusion or legal opinion.
The required arrangement falls outside the standard route but is within Coddan’s approved preparation capability.	Bespoke preparation	Define scope, evidence, price, responsibilities and the proposed document outcome.	Legal conclusions and negotiated rights remain with a solicitor.
An existing agreement needs an administrative completeness or consistency review.	Individually scoped review	Compare the supplied document and accepted administrative facts within the written scope.	Not described as legal review unless a solicitor accepts responsibility.
The members disagree, require negotiated rights, face a dispute or need an enforceability opinion.	Solicitor referral	Identify the referral dependency and coordinate only any separately accepted administrative work.	The solicitor covers legal advice, engagement and professional responsibility.

The route may change after the facts or requested provisions are reviewed. Coddan will not force a complex, disputed or legal-advice instruction through a standard document service.

Instructions follow the selected document route

The relevant facts must be settled before they can be recorded

Coddan’s structured information process identifies the material instructions without asking every LLP to answer every possible governance question. The required depth follows the chosen service and the actual arrangement.

LLP and members

LLP name and number if incorporated, proposed or existing members, designated status and relevant joining documents.

Management and decisions

Business activities, member functions, authority, time commitments, votes, reserved decisions and deadlock expectations.

Capital and economics

Contributions, capital accounts, profit and loss shares, drawings, benefits, working-capital retention and agreed changes.

Membership events

Admission, retirement, death, incapacity, absence, any proposed express expulsion route, valuation and payment treatment.

Assets and protections

Property, intellectual property, confidentiality, records, work in progress, outside activities and conflict expectations.

Existing evidence

Current agreement, amendments, deeds of adherence, relevant decisions and professional conclusions already obtained.

The agreed governance position must be reflected in the LLP’s records and later actions

Where included in the accepted scope, Coddan can prepare appropriate organisational documents such as initial decisions, minutes, records or member certificates in digital or printed format. These instruments evidence implementation; they do not convert a document-preparation service into legal advice.

Decisions and minutes

Record the first or later decisions that the accepted service expressly includes, using the authority and approval route actually adopted.

Membership records

Keep internal records and any non-statutory member certificates consistent with the admitted members and the public filing position.

Later change

A later admission, retirement, designation or PSC event may require both internal documents and a separate Companies House change filing.

No organisational record is automatically included unless the selected package or written quotation expressly includes it. Actual member, designated-status and PSC change filings belong to Change members, designated status and PSC details.

Clarity proved by a defined document route

A more straightforward instruction begins by separating settled facts from professional questions

Members can otherwise be asked to choose a template, amendment or clause before they have identified what they are trying to organise. Coddan’s structured route separates the business and governance facts, the document level and any issue that must be referred.

Relevant information once

A route-specific information set reduces unnecessary repetition and makes it easier to provide the facts belonging to the selected service.

Defined document scope

The you can see what Coddan will prepare, what is excluded, whether a quotation is required and what the next action is.

Professional question separated

Legal, tax and accounting conclusions are routed to the responsible professional instead of being concealed inside an administrative template service.

The administrative route becomes clearer and more straightforward because responsibilities and dependencies are visible—not because governance, drafting or legal analysis is described as simple or easy.

Coddan prepares within scope; the responsible professional covers the conclusion

A clearly defined service identifies what can be prepared administratively and where another professional must accept responsibility. It does not blur those functions to make the document route appear more comprehensive.

Coddan’s approved scope

identify the appropriate document-service level;
collect and clarify accepted administrative instructions;
supply, complete, adapt, prepare or review documents within the accepted written scope;
prepare included organisational records; and
route connected filings or professional work to their proper owner.

Solicitor responsibility

legal advice or an enforceability opinion;
negotiation between members;
disputed rights, threatened proceedings or contentious drafting;
complex expulsion, compulsory retirement or restrictive-covenant advice; and
foreign-law or unusual high-risk conclusions.

Accountant or tax-adviser responsibility

tax treatment of individual or corporate members;
salaried-member or mixed-membership consequences;
accounting treatment of capital, drawings, remuneration or benefits;
international tax consequences; and
case-specific financial or reporting conclusions.

The £95, £225 and from-£450 Coddan fees do not include an external professional’s engagement unless a written quotation expressly states otherwise.

Keep each connected professional job with its correct owner

The agreement may identify a future action, but it does not itself perform the formation, filing, accounting or dissolution service.

UK LLP formation

For accepted members whose ordinary UK formation route and package are ready.

Proceed to UK LLP formation

International members

For overseas evidence, corporate authority, ownership-chain, CDD or EDD dependencies.

Use the international LLP formation route

Members, designated members and PSCs

For the separate role, minimum-number, corporate-member and control analysis owned by LLP members, designated members, corporate members and PSCs.

Annual accounts

For accounting records, accounts preparation, professional responsibility, approval and filing.

Review LLP annual-accounts services

Confirmation and compliance

For confirmation statements and the continuing filing calendar.

Review LLP continuing-compliance services

Member or PSC changes

For actual appointment, retirement, designation, corporate-member or PSC change filings owned by Change members, designated status and PSC details.

Dissolution or closure

For eligibility, cessation, assets, liabilities, creditors and the formal LLP closure route owned by Close an LLP voluntarily.

International documentary use

Where a recipient specifically requires certification, translation, notarisation, apostille or legalisation of a document.

Capability evidenced by the work

Document preparation connected to the LLP’s wider professional route

Coddan has provided formation services and used formation software since 2005. It operates as a formation agent, is supervised by HM Revenue & Customs as a trust or company service provider, and is registered with Companies House as an Authorised Corporate Service Provider.

Those statuses support Coddan’s formation, acceptance, identity-verification routing and administrative document capability. They do not amount to government endorsement, approval of a you or agreement, or authority to give legal or individual tax advice.

Document capability

Coddan can supply or prepare approved LLP documents and related organisational records within the selected package and accepted written scope.

Digital or printed outcome

Relevant documents may be provided digitally or professionally printed where that outcome is included in the selected service.

Professional referral

Where the instruction requires a legal opinion, negotiation or another reserved professional conclusion, Coddan identifies the referral boundary rather than manufacturing the answer.

Authoritative legal and filing basis

The legal and filing statements on this page were checked against the position available on 22 September 2026. Unusual arrangements and later legal changes may require a fresh professional review.

Limited Liability Partnerships Act 2000 — separate legal personality, members’ agreement and agency.
Limited Liability Partnerships Regulations 2001 — definition, default provisions and expulsion control.
Companies House: set up and run an LLP — agreement, member responsibilities and filing context.
Companies House: LLP incorporation and names — incorporation information and specialist-advice boundary.
HMRC Partnership Manual: LLP agreement — written, verbal, implied and later arrangements.

Select only the route the members’ circumstances support

Record the intended governance—or identify the professional question first

Use the standard template only where its assumptions fit. Choose the completed or adapted route for accepted standard instructions. Request individual scope where the arrangement is bespoke, existing or uncertain. Legal advice, negotiation and disputes remain with a solicitor.

Choose the standard template Apply for completion or adaptation Request individual scope

Acceptance depends on complete instructions, the selected service boundary and any required professional referral. Coddan does not guarantee that a document will prevent disputes or determine every legal, tax or accounting consequence.

UK LLP Agreement and Governance Services.

Put your limited liability partnership's internal arrangements into a clear written agreement, covering contributions, profit shares, management, voting, authority and member changes with a document service suited to the terms you have agreed and the level of support you require.

Start by identifying which arrangements your members need to record, then choose a standard template, a completed or adapted agreement, or a bespoke agreement and review route that reflects the requirements and professional input involved.

Follow the journey from understanding your LLP’s agreement and governance requirements to choosing the appropriate document service and identifying the next steps for your members.