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Free UK LLP Designated Members Agreement Template
A Designated Members Agreement is the supplemental governance document among the Designated Members of a UK Limited Liability Partnership — the two-or-more individuals who carry the s.8 LLPA 2000 statutory filing and compliance duties on behalf of the LLP. It sits as a companion to the broader LLP Members' Agreement (which governs the relationship between ALL Members) and focuses specifically on the relationship AMONG the Designated Members themselves. Use our free UK template to allocate the 20+ Designated Member duties under the LLPA 2000, the Companies Act 2006 (as applied to LLPs by SI 2009/1804) and the ECCTA 2023 identity verification regime that has been live for every UK LLP member from 18 November 2025 — covering liability allocation, LLP indemnity, professional indemnity insurance overlay, conflict-of-interest disclosure, resignation and replacement, and the ECCTA Identity Verification Coordinator role that makes one Designated Member operationally responsible for keeping the LLP compliant with the post-November-2025 IDV regime.
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LLP DESIGNATED MEMBERS AGREEMENT
Limited Liability Partnerships Act 2000 S.8 · England And Wales · 15 July 2026
DESIGNATED MEMBER
Alistair J. Hawthorne
32 Bedford Square, London, WC1B 3EE
DESIGNATED MEMBER
Imogen E. Whitfield
14 Cumberland Terrace, Regent's Park, London, NW1 4HQ
DESIGNATED MEMBER
Rohan S. Mehta
7 Onslow Gardens, South Kensington, London, SW7 3PB
Hawthorne Whitfield Mehta LLP (OC512847)
Designated Members: 3 · England and Wales
This Designated Members Agreement (the "Agreement") is made on 15 July 2026 between Alistair J. Hawthorne of 32 Bedford Square, London, WC1B 3EE (the "First Designated Member"); Imogen E. Whitfield of 14 Cumberland Terrace, Regent's Park, London, NW1 4HQ (the "Second Designated Member"); Rohan S. Mehta of 7 Onslow Gardens, South Kensington, London, SW7 3PB (the "Third Designated Member"), together the "Designated Members". The Designated Members are members of Hawthorne Whitfield Mehta LLP (the "LLP"), a limited liability partnership incorporated in England and Wales under the Limited Liability Partnerships Act 2000 with registered number OC512847 and registered office at 32 Bedford Square, London, WC1B 3EE. This Agreement governs the relationship between the Designated Members in their capacity as such and allocates the statutory duties imposed on Designated Members by the LLPA 2000, the Limited Liability Partnerships Regulations 2001 (SI 2001/1090), the Companies Act 2006 (as applied to LLPs by SI 2009/1804, as amended by SI 2024/355 and SI 2024/234) and the Economic Crime and Corporate Transparency Act 2023.
1.
RELATIONSHIP TO THE LLP MEMBERS' AGREEMENT
This Agreement is supplemental to the LLP Members' Agreement dated 1 July 2026 (the "Members' Agreement") between the members of the LLP. It does not replace or override the Members' Agreement; in the event of conflict between this Agreement and the Members' Agreement on a matter common to both, the Members' Agreement prevails save for those matters expressly reserved to the Designated Members under the LLPA 2000.
2.
DESIGNATED MEMBER STATUS (LLPA S.8)
Each of the parties to this Agreement is a Designated Member of the LLP for the purposes of section 8 of the Limited Liability Partnerships Act 2000. The LLP has 3 Designated Members at the date of this Agreement, satisfying the statutory minimum of two under s.8(2) LLPA 2000. If at any time the number of Designated Members falls below two, every Member of the LLP automatically becomes a Designated Member by operation of s.8(2) LLPA 2000 until the deficit is remedied. Each Designated Member acknowledges that the role carries statutory functions, personal liability for default and (where applicable) potential disqualification under the Company Directors Disqualification Act 1986 as applied to LLP Designated Members.
3.
STATUTORY DUTIES OF THE DESIGNATED MEMBERS
The Designated Members acknowledge and agree that the following statutory functions are exclusively or principally the responsibility of the Designated Members (and not of ordinary Members) and shall be discharged in accordance with this Agreement:
(a) Annual accounts. Preparing, signing and delivering the LLP's annual accounts to Companies House within nine (9) months of the end of each accounting reference period (currently ending on 30 June), in accordance with s.444 of the Companies Act 2006 as applied to LLPs by SI 2009/1804.
(b) Auditor appointment. Appointing, removing and remunerating the LLP's auditor (where the LLP is required or has elected to be audited), in accordance with Part 16 of the Companies Act 2006 as applied to LLPs.
(c) Annual confirmation statement. Preparing and delivering an annual confirmation statement to Companies House (within fourteen (14) days after the anniversary of incorporation or the last confirmation date), under s.853A of the Companies Act 2006 as applied to LLPs.
(d) Notification of changes. Notifying Companies House (within fourteen (14) days) of any change in membership (Forms LL AP01 / AP02 / TM01 / TM02), registered office (LL AD01), accounting reference date (LL AA01), name or other particulars, under ss.9 and 10 of the LLPA 2000 and the relevant CA 2006 provisions.
(e) Strike-off response. Receiving and responding to any Companies House notice of intention to strike off the LLP under s.1000 CA 2006 (as applied to LLPs); coordinating any application for restoration.
(f) ECCTA 2023 identity verification. Coordinating each Member's identity verification with Companies House under the regime in ss.1110A-1110N CA 2006 as applied to LLPs (live from 18 November 2025; existing members must complete verification by 18 November 2026 — see clause 10).
(g) PSC register. Maintaining the LLP's PSC register and filing material changes with Companies House (Parts 21A CA 2006 as applied; PSC04 / PSC05 / PSC07 forms).
(h) Partnership tax return. Signing and submitting the LLP's partnership tax return (SA800) to HMRC under s.12AA of the Taxes Management Act 1970; the LLP is tax-transparent under Part 9 ITTOIA 2005.
(i) Statutory registers. Maintaining the register of Members, register of Designated Members, PSC register, and (where applicable) the register of charges at the registered office or single alternative inspection location.
(j) Insolvency duties. If the LLP becomes (or risks becoming) insolvent, complying with the modified Insolvency Act 1986 duties applied to LLP Designated Members by the LLP Regulations 2001 and the Insolvent Partnerships Order 1994 (including the obligation not to permit wrongful trading under s.214 IA 1986 as modified).
Save where this Agreement allocates a duty to a specific Designated Member (clauses 6 and 10), each Designated Member shall be jointly and severally responsible for the discharge of each of the above duties and shall be personally liable to Companies House, HMRC or other regulatory bodies for any default. Internal apportionment between the Designated Members (where agreed) does not displace third-party liability.
(a) Annual accounts. Preparing, signing and delivering the LLP's annual accounts to Companies House within nine (9) months of the end of each accounting reference period (currently ending on 30 June), in accordance with s.444 of the Companies Act 2006 as applied to LLPs by SI 2009/1804.
(b) Auditor appointment. Appointing, removing and remunerating the LLP's auditor (where the LLP is required or has elected to be audited), in accordance with Part 16 of the Companies Act 2006 as applied to LLPs.
(c) Annual confirmation statement. Preparing and delivering an annual confirmation statement to Companies House (within fourteen (14) days after the anniversary of incorporation or the last confirmation date), under s.853A of the Companies Act 2006 as applied to LLPs.
(d) Notification of changes. Notifying Companies House (within fourteen (14) days) of any change in membership (Forms LL AP01 / AP02 / TM01 / TM02), registered office (LL AD01), accounting reference date (LL AA01), name or other particulars, under ss.9 and 10 of the LLPA 2000 and the relevant CA 2006 provisions.
(e) Strike-off response. Receiving and responding to any Companies House notice of intention to strike off the LLP under s.1000 CA 2006 (as applied to LLPs); coordinating any application for restoration.
(f) ECCTA 2023 identity verification. Coordinating each Member's identity verification with Companies House under the regime in ss.1110A-1110N CA 2006 as applied to LLPs (live from 18 November 2025; existing members must complete verification by 18 November 2026 — see clause 10).
(g) PSC register. Maintaining the LLP's PSC register and filing material changes with Companies House (Parts 21A CA 2006 as applied; PSC04 / PSC05 / PSC07 forms).
(h) Partnership tax return. Signing and submitting the LLP's partnership tax return (SA800) to HMRC under s.12AA of the Taxes Management Act 1970; the LLP is tax-transparent under Part 9 ITTOIA 2005.
(i) Statutory registers. Maintaining the register of Members, register of Designated Members, PSC register, and (where applicable) the register of charges at the registered office or single alternative inspection location.
(j) Insolvency duties. If the LLP becomes (or risks becoming) insolvent, complying with the modified Insolvency Act 1986 duties applied to LLP Designated Members by the LLP Regulations 2001 and the Insolvent Partnerships Order 1994 (including the obligation not to permit wrongful trading under s.214 IA 1986 as modified).
Save where this Agreement allocates a duty to a specific Designated Member (clauses 6 and 10), each Designated Member shall be jointly and severally responsible for the discharge of each of the above duties and shall be personally liable to Companies House, HMRC or other regulatory bodies for any default. Internal apportionment between the Designated Members (where agreed) does not displace third-party liability.
4.
RESIGNATION AND REPLACEMENT OF DESIGNATED MEMBERS
4.1 Voluntary resignation. Any Designated Member may resign their Designated Member status (without ceasing membership of the LLP) by giving not less than 6 month(s)' prior written notice to the other Designated Members and the Members of the LLP. The resignation takes effect on the later of (a) the date specified in the notice and (b) the date Companies House is notified of the change under s.9 LLPA 2000 (Form LL CH02). A Designated Member who ceases to be a Member of the LLP automatically ceases to be a Designated Member under s.8(6) LLPA 2000.
4.2 Replacement. On cessation of a Designated Member's status, the Members shall convene a meeting (in person, by telephone or by video) within the notification window specified in clause 9 (or earlier if reasonably practicable) to elect one or more replacement Designated Members. The candidate(s) must consent in writing to act and must have completed (or be willing to complete) identity verification with Companies House before notification of the appointment under s.9 LLPA 2000.
4.3 Identity verification before appointment. No person shall be appointed as a Designated Member of the LLP until they have completed identity verification with Companies House under the regime in ss.1110A-1110N CA 2006 (as applied to LLPs). This requirement is mandatory under ECCTA 2023 and is also a precondition under this Agreement.
4.4 Companies House notification. The remaining Designated Members shall notify Companies House of any cessation, appointment or change of Designated Member status within fourteen (14) days under s.9 LLPA 2000. Failure to do so is a criminal offence under s.9(4) LLPA 2000.
4.2 Replacement. On cessation of a Designated Member's status, the Members shall convene a meeting (in person, by telephone or by video) within the notification window specified in clause 9 (or earlier if reasonably practicable) to elect one or more replacement Designated Members. The candidate(s) must consent in writing to act and must have completed (or be willing to complete) identity verification with Companies House before notification of the appointment under s.9 LLPA 2000.
4.3 Identity verification before appointment. No person shall be appointed as a Designated Member of the LLP until they have completed identity verification with Companies House under the regime in ss.1110A-1110N CA 2006 (as applied to LLPs). This requirement is mandatory under ECCTA 2023 and is also a precondition under this Agreement.
4.4 Companies House notification. The remaining Designated Members shall notify Companies House of any cessation, appointment or change of Designated Member status within fourteen (14) days under s.9 LLPA 2000. Failure to do so is a criminal offence under s.9(4) LLPA 2000.
5.
GOVERNING LAW AND JURISDICTION
This Agreement, and any dispute or claim arising out of or in connection with it (including non-contractual disputes), shall be governed by and construed in accordance with the laws of England and Wales. The parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any such dispute or claim.
6.
LIABILITY ALLOCATION AND INDEMNITY
6.1 Allocation regime. Subject to clause 6.4 below, each Designated Member shall have primary responsibility for the duty area allocated to them under clauses 6.2 and 6.3, and the other Designated Members shall be entitled to rely on the allocated Designated Member's discharge in good faith. Joint and several liability to Companies House and other regulators is preserved by statute but each Designated Member shall indemnify the others against the consequences of any default in their allocated area save where the others knew or ought reasonably to have known of the default.
6.2 Primary responsibility — accounts and financial filings. the Second Designated Member shall have primary responsibility for the preparation, signing and filing of annual accounts (clause 3(a)), liaison with the LLP's auditor (clause 3(b)) where applicable, and review of management accounts for compliance with UK GAAP / FRS 102.
6.3 Primary responsibility — confirmation statement, PSC and notifications. the Third Designated Member shall have primary responsibility for the annual confirmation statement (clause 3(c)), Companies House notifications of membership and other changes (clause 3(d)), and PSC register maintenance and filings (clause 3(g)).
6.4 Primary responsibility — tax filings. the First Designated Member shall have primary responsibility for the partnership tax return SA800 (clause 3(h)), HMRC correspondence, and coordination of individual Members' self-assessment information requests.
6.5 LLP indemnity. The LLP shall indemnify each Designated Member against all costs, charges, losses, expenses and liabilities reasonably incurred by them in the discharge of their statutory duties, save where the loss arises from the Designated Member's fraud, dishonesty, wilful default or breach of this Agreement. Good-faith negligence is covered subject to clause 6.6 (cap).
6.6 Indemnity cap. The aggregate indemnity payable by the LLP under clause 6.5 to any one Designated Member in respect of any one event or series of related events shall not exceed £500,000. The cap does not apply where the loss arises from the LLP's breach of statute or contract.
6.7 Professional indemnity insurance. The LLP shall maintain a professional indemnity insurance policy on commercially reasonable terms with a reputable UK insurer providing a minimum level of cover of £5,000,000 per claim, naming the Designated Members as additional insured. The cost of premium is a business expense of the LLP. The Designated Members shall jointly review cover annually at the time of the annual DM review (clause 9).
6.2 Primary responsibility — accounts and financial filings. the Second Designated Member shall have primary responsibility for the preparation, signing and filing of annual accounts (clause 3(a)), liaison with the LLP's auditor (clause 3(b)) where applicable, and review of management accounts for compliance with UK GAAP / FRS 102.
6.3 Primary responsibility — confirmation statement, PSC and notifications. the Third Designated Member shall have primary responsibility for the annual confirmation statement (clause 3(c)), Companies House notifications of membership and other changes (clause 3(d)), and PSC register maintenance and filings (clause 3(g)).
6.4 Primary responsibility — tax filings. the First Designated Member shall have primary responsibility for the partnership tax return SA800 (clause 3(h)), HMRC correspondence, and coordination of individual Members' self-assessment information requests.
6.5 LLP indemnity. The LLP shall indemnify each Designated Member against all costs, charges, losses, expenses and liabilities reasonably incurred by them in the discharge of their statutory duties, save where the loss arises from the Designated Member's fraud, dishonesty, wilful default or breach of this Agreement. Good-faith negligence is covered subject to clause 6.6 (cap).
6.6 Indemnity cap. The aggregate indemnity payable by the LLP under clause 6.5 to any one Designated Member in respect of any one event or series of related events shall not exceed £500,000. The cap does not apply where the loss arises from the LLP's breach of statute or contract.
6.7 Professional indemnity insurance. The LLP shall maintain a professional indemnity insurance policy on commercially reasonable terms with a reputable UK insurer providing a minimum level of cover of £5,000,000 per claim, naming the Designated Members as additional insured. The cost of premium is a business expense of the LLP. The Designated Members shall jointly review cover annually at the time of the annual DM review (clause 9).
7.
DECISION AUTHORITY AND SIGNING THRESHOLDS
7.1 Authority to bind the LLP. A Designated Member is an agent of the LLP under s.6 LLPA 2000 for the purpose of its business. The signing rules in this clause 7 govern the internal arrangements between the Designated Members; they do not affect the external rights of a third party who dealt with the LLP in good faith without notice of a restriction.
7.2 Banking. A single Designated Member may operate LLP bank accounts up to £50,000 per transaction or aggregate commitment. Transactions above this threshold require two Designated Members to sign or authorise jointly.
7.3 Contract signing. A single Designated Member may sign a contract binding the LLP where the contract value (or annual revenue / cost commitment) does not exceed £100,000. Contracts above this value require two Designated Members to sign.
7.4 Capital expenditure. Capital expenditure (single transaction or related series) exceeding £25,000 requires the prior written consent of all Designated Members.
7.5 Single-Designated-Member signing rule. A single Designated Member may sign an instrument binding the LLP where the transaction value or annual commitment does not exceed the relevant threshold below; instruments above the threshold require two Designated Members to sign.
7.6 Carve-outs. Statutory filings (accounts, confirmation statement, IDV coordination), regulatory reports, and tax returns are excluded from the signing thresholds and may be signed by the Designated Member with primary responsibility under clause 6.
7.2 Banking. A single Designated Member may operate LLP bank accounts up to £50,000 per transaction or aggregate commitment. Transactions above this threshold require two Designated Members to sign or authorise jointly.
7.3 Contract signing. A single Designated Member may sign a contract binding the LLP where the contract value (or annual revenue / cost commitment) does not exceed £100,000. Contracts above this value require two Designated Members to sign.
7.4 Capital expenditure. Capital expenditure (single transaction or related series) exceeding £25,000 requires the prior written consent of all Designated Members.
7.5 Single-Designated-Member signing rule. A single Designated Member may sign an instrument binding the LLP where the transaction value or annual commitment does not exceed the relevant threshold below; instruments above the threshold require two Designated Members to sign.
7.6 Carve-outs. Statutory filings (accounts, confirmation statement, IDV coordination), regulatory reports, and tax returns are excluded from the signing thresholds and may be signed by the Designated Member with primary responsibility under clause 6.
8.
CONFLICTS OF INTEREST
8.1 Disclosure obligation. Each Designated Member shall disclose to the other Designated Members immediately on becoming aware of the conflict any direct or indirect interest in any transaction, arrangement or other matter involving the LLP, whether actual or potential. The duty extends to interests of close family members, controlled entities and other persons connected to the Designated Member.
8.2 Recusal rule. The conflicted Designated Member shall be excluded from discussion and vote on the affected matter. The other Designated Members shall consider and decide the matter without the conflicted Designated Member present.
8.3 Register of interests. The Designated Members shall maintain a written register of disclosed interests, kept at the registered office and available for inspection by any Member of the LLP on reasonable notice. The register shall record (a) the name of the conflicted Designated Member; (b) the nature of the interest; (c) the date of disclosure; and (d) the outcome (recusal, abstention, approval).
8.4 Fiduciary duty. The recusal mechanism in this clause 8 does not displace the underlying fiduciary duty of each Designated Member to act in the best interests of the LLP, consistent with the analysis in Eaton v Caulfield [2011] EWHC 173 (Ch).
8.2 Recusal rule. The conflicted Designated Member shall be excluded from discussion and vote on the affected matter. The other Designated Members shall consider and decide the matter without the conflicted Designated Member present.
8.3 Register of interests. The Designated Members shall maintain a written register of disclosed interests, kept at the registered office and available for inspection by any Member of the LLP on reasonable notice. The register shall record (a) the name of the conflicted Designated Member; (b) the nature of the interest; (c) the date of disclosure; and (d) the outcome (recusal, abstention, approval).
8.4 Fiduciary duty. The recusal mechanism in this clause 8 does not displace the underlying fiduciary duty of each Designated Member to act in the best interests of the LLP, consistent with the analysis in Eaton v Caulfield [2011] EWHC 173 (Ch).
9.
ANNUAL REVIEW AND VACANCY PROCEDURE
9.1 Annual review. The Designated Members shall conduct a formal annual review of the discharge of their duties (typically within thirty (30) days of the LLP's accounting reference date). The review covers: (a) statutory filings discharged in the period; (b) IDV compliance status; (c) liability allocation effectiveness; (d) conflicts of interest register (where maintained); (e) PI insurance cover (where applicable); (f) any recommended changes to the allocation of duties. The outcome shall be minuted and circulated to the Members.
9.2 Vacancy notification. If a Designated Member ceases for any reason, the remaining Designated Members shall notify the Members and Companies House within fourteen (14) days of becoming aware of the vacancy (the LLPA s.9 statutory minimum).
9.3 Emergency rule. If the number of Designated Members falls below two for any reason (resignation, death, incapacity, cessation of membership), every Member of the LLP automatically becomes a Designated Member by operation of s.8(2) LLPA 2000 until two or more Members are validly appointed as Designated Members. This is the statutory fallback and applies by default.
9.2 Vacancy notification. If a Designated Member ceases for any reason, the remaining Designated Members shall notify the Members and Companies House within fourteen (14) days of becoming aware of the vacancy (the LLPA s.9 statutory minimum).
9.3 Emergency rule. If the number of Designated Members falls below two for any reason (resignation, death, incapacity, cessation of membership), every Member of the LLP automatically becomes a Designated Member by operation of s.8(2) LLPA 2000 until two or more Members are validly appointed as Designated Members. This is the statutory fallback and applies by default.
10.
ECCTA 2023 COMPLIANCE STACK (IDV, FRAUD PREVENTION, BRIBERY, MODERN SLAVERY)
10.1 ECCTA 2023 IDV regime. The Designated Members acknowledge that under the Economic Crime and Corporate Transparency Act 2023 (applied to LLPs by SI 2009/1804 as amended by SI 2024/355 with effect from 4 March 2024) all individual members of UK LLPs must verify their identity with Companies House. The regime is live from 18 November 2025; voluntary verification has been available from 8 April 2025. Existing Members shall verify their identity by the LLP's next confirmation statement date within the 12-month transition period ending on 18 November 2026. New Members shall complete identity verification before notification to Companies House under s.9 LLPA 2000.
10.2 IDV Coordinator. the Third Designated Member shall act as the LLP's IDV Coordinator. The Coordinator shall: (a) keep a record of each Member's personal code issued by Companies House on successful verification; (b) track the verification status of each Member against the transition deadline; (c) escalate to all Designated Members any failure or delay; and (d) coordinate verification of any new Member before notification.
10.3 Method. Members may verify identity (a) directly with Companies House via the GOV.UK One Login app or web service (no charge), (b) in person at a post office (no charge), or (c) through an Authorised Corporate Service Provider (ACSP). Corporate LLP members are subject to a separate IDV deadline to be confirmed by Companies House at a later date; the Designated Members shall monitor that timetable.
10.4 Failure to verify. A Member who fails or refuses to complete identity verification within the period required commits a criminal offence under s.1110A(8) of the Companies Act 2006 (as applied to LLPs) and may be subject to a fine, prohibition from acting in a Companies House capacity, or strike-off action against the LLP. The Designated Members may, by unanimous resolution, treat persistent failure to verify as grounds for a recommendation to the Members to remove the offending Member.
10.5 Failure-to-prevent-fraud (s.199 ECCTA). If the LLP qualifies as a "large organisation" (meeting at least two of: ≥250 employees, ≥£36 million turnover, ≥£18 million balance sheet) it may be liable under the failure-to-prevent-fraud offence in section 199 of ECCTA 2023 (live from 1 September 2025) for fraud committed by associated persons of the LLP for its benefit. The Designated Members shall ensure that the LLP maintains reasonable fraud-prevention procedures consistent with the published government guidance, proportionate to the LLP's size and risk profile. The Designated Members shall review fraud-prevention procedures at each annual review (clause 9.1).
10.6 Reporting mechanism. Any suspected fraud may be reported (a) directly to the IDV Coordinator (or another Designated Member if the Coordinator is conflicted) or (b) through the LLP's standalone whistleblowing policy, at the reporting person's election.
10.7 Bribery Act 2010 adequate procedures. The Designated Members shall ensure that the LLP maintains "adequate procedures" within the meaning of section 7(2) of the Bribery Act 2010 to prevent bribery by associated persons. The procedures shall be consistent with the Ministry of Justice statutory guidance and proportionate to the LLP's size, sector and risk profile.
10.2 IDV Coordinator. the Third Designated Member shall act as the LLP's IDV Coordinator. The Coordinator shall: (a) keep a record of each Member's personal code issued by Companies House on successful verification; (b) track the verification status of each Member against the transition deadline; (c) escalate to all Designated Members any failure or delay; and (d) coordinate verification of any new Member before notification.
10.3 Method. Members may verify identity (a) directly with Companies House via the GOV.UK One Login app or web service (no charge), (b) in person at a post office (no charge), or (c) through an Authorised Corporate Service Provider (ACSP). Corporate LLP members are subject to a separate IDV deadline to be confirmed by Companies House at a later date; the Designated Members shall monitor that timetable.
10.4 Failure to verify. A Member who fails or refuses to complete identity verification within the period required commits a criminal offence under s.1110A(8) of the Companies Act 2006 (as applied to LLPs) and may be subject to a fine, prohibition from acting in a Companies House capacity, or strike-off action against the LLP. The Designated Members may, by unanimous resolution, treat persistent failure to verify as grounds for a recommendation to the Members to remove the offending Member.
10.5 Failure-to-prevent-fraud (s.199 ECCTA). If the LLP qualifies as a "large organisation" (meeting at least two of: ≥250 employees, ≥£36 million turnover, ≥£18 million balance sheet) it may be liable under the failure-to-prevent-fraud offence in section 199 of ECCTA 2023 (live from 1 September 2025) for fraud committed by associated persons of the LLP for its benefit. The Designated Members shall ensure that the LLP maintains reasonable fraud-prevention procedures consistent with the published government guidance, proportionate to the LLP's size and risk profile. The Designated Members shall review fraud-prevention procedures at each annual review (clause 9.1).
10.6 Reporting mechanism. Any suspected fraud may be reported (a) directly to the IDV Coordinator (or another Designated Member if the Coordinator is conflicted) or (b) through the LLP's standalone whistleblowing policy, at the reporting person's election.
10.7 Bribery Act 2010 adequate procedures. The Designated Members shall ensure that the LLP maintains "adequate procedures" within the meaning of section 7(2) of the Bribery Act 2010 to prevent bribery by associated persons. The procedures shall be consistent with the Ministry of Justice statutory guidance and proportionate to the LLP's size, sector and risk profile.
11.
GENERAL PROVISIONS
11.1 Variation. This Agreement may be varied only by written agreement signed by all Designated Members (and, where the variation affects rights of the broader Members, by the consent required under the Members' Agreement or LLP Regulations 2001).
11.2 Severance. If any provision of this Agreement is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to form part of this Agreement and shall not affect the enforceability of the remainder.
11.3 Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed shall be an original, but together shall constitute one and the same instrument. Electronic execution (DocuSign, AdobeSign or equivalent) is permitted.
11.4 Third-party rights. Save as expressly provided in this Agreement, no provision is enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
11.5 Notices. Any notice under this Agreement shall be in writing and delivered by hand, first-class recorded post, or email to the addresses set out in this Agreement (or such other address as a Designated Member may notify in writing). Postal notices are deemed delivered on the second business day after posting; email notices on the next business day after sending (provided no bounce-back is received).
11.6 Entire agreement. This Agreement (together with any Members' Agreement, where it supplements one — clause 1) constitutes the entire agreement between the Designated Members in relation to its subject matter and supersedes all prior agreements, representations and understandings on the discharge of statutory duties by Designated Members.
11.2 Severance. If any provision of this Agreement is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to form part of this Agreement and shall not affect the enforceability of the remainder.
11.3 Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed shall be an original, but together shall constitute one and the same instrument. Electronic execution (DocuSign, AdobeSign or equivalent) is permitted.
11.4 Third-party rights. Save as expressly provided in this Agreement, no provision is enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
11.5 Notices. Any notice under this Agreement shall be in writing and delivered by hand, first-class recorded post, or email to the addresses set out in this Agreement (or such other address as a Designated Member may notify in writing). Postal notices are deemed delivered on the second business day after posting; email notices on the next business day after sending (provided no bounce-back is received).
11.6 Entire agreement. This Agreement (together with any Members' Agreement, where it supplements one — clause 1) constitutes the entire agreement between the Designated Members in relation to its subject matter and supersedes all prior agreements, representations and understandings on the discharge of statutory duties by Designated Members.
12.
EXECUTION
IN WITNESS WHEREOF the Designated Members have executed this Agreement on the date set out at the start of this Agreement.
DESIGNATED MEMBER
Alistair J. Hawthorne
Date: ____________________
DESIGNATED MEMBER
Imogen E. Whitfield
Date: ____________________
DESIGNATED MEMBER
Rohan S. Mehta
Date: ____________________
Available as a print-ready PDF or an editable Microsoft Word (.docx) file.
What Is a UK LLP Designated Members Agreement?
A Designated Members Agreement is a UK-specific supplemental governance document used by a Limited Liability Partnership to allocate the statutory duties of the Designated Members between them. Section 8 of the Limited Liability Partnerships Act 2000 requires every UK LLP to have at least two Designated Members at all times — failing which, s.8(2) treats every Member as a Designated Member by operation of law until the deficit is remedied. Designated Members are the LLP's analogue of company directors for the purposes of Companies House filing duties: they sign and file the annual accounts (s.444 CA 2006 as applied to LLPs), deliver the annual confirmation statement (s.853A CA 2006), notify changes in membership and registered office (s.9 LLPA 2000), respond to any strike-off notice, sign the partnership tax return SA800 (s.12AA TMA 1970), and — since 18 November 2025 — coordinate the identity verification of every LLP member with Companies House under the ECCTA 2023 regime.
Most UK LLPs run their entire internal governance through a single composite Members' Agreement, with Designated Member duties either buried in a single short clause or not addressed at all. The Designated Members Agreement separates that out into a focused supplemental document so the parties can allocate WHO does WHAT, WHEN, and to WHAT STANDARD. This matters in three practical scenarios: (1) where the LLP has a large Member roster (10+) but only a few Designated Members carry the filing burden — the other Members want certainty that their representatives will act on time; (2) where Designated Members are paid for their role (typical in regulated professional LLPs — solicitor firms, accountancy firms) — the agreement is the contractual basis for the remuneration; (3) where the Designated Members want clear personal liability allocation between them under any compliance failure, including the s.199 ECCTA failure-to-prevent-fraud offence for 'large organisations' (live since 1 September 2025).
The 2025-26 regulatory layer makes the Designated Members role materially heavier. The Economic Crime and Corporate Transparency Act 2023 was applied to UK LLPs from 4 March 2024 by SI 2024/355, which inserted Regulation 13B into SI 2009/1804. From 8 April 2025 voluntary identity verification through GOV.UK One Login or in person at a UK Post Office became available (free of charge). From 18 November 2025 IDV is compulsory for every UK LLP member — new members must verify before appointment, and existing members verify on a 12-month transition ending 18 November 2026 aligned with their confirmation statement date. The Designated Members are the operational pivots for the regime: tracking each Member's IDV deadline, prompting verification, ensuring corporate Members' director-verification happens, and updating Companies House. The Designated Members Agreement formalises that operational responsibility with a named Identity Verification Coordinator role.
What's Covered in This Template
This UK Designated Members Agreement covers the full s.8 LLPA 2000 statutory-duty allocation framework with the post-ECCTA 2023 compliance overlay, in a clean Free baseline plus an Expert tier for the detailed liability, decision authority and compliance stack.
Designated Members Block (up to 4)
Each Designated Member with full name and address — the s.8 LLPA 2000 minimum of two with optional extension to three or four.
LLP Identity Block
LLP name, Companies House OC number, registered office and accounting reference date — anchoring the agreement to the specific UK LLP.
Relationship to Members' Agreement
Supplemental to a dated Members' Agreement (UK standard) or standalone — both options supported and cross-referenced.
Statutory Duties Acknowledgement (Free)
Joint and several or collectively-responsible default regime — sets the baseline allocation for the 20+ statutory duties.
Resignation Notice Period (Free)
One, three or six months — calibrated to the LLP's ability to find replacement Designated Members and maintain the s.8 minimum.
Replacement Procedure (Free)
Auto-designation of an existing Member, full Member election, or remaining Designated Members nominate — ensuring s.8 minimum is maintained.
IDV Before Appointment (Free)
Express requirement that any replacement Designated Member complete ECCTA 2023 identity verification before appointment can take effect.
Governing Law
England and Wales, Scotland or Northern Ireland with matching exclusive jurisdiction.
Liability Allocation Regime (Expert)
Joint and several (UK default), allocated to specific Designated Members per duty area, or hybrid (allocated for ordinary duties, joint for emergency / cross-cutting).
Primary Duty Holders (Expert)
Named Designated Member for accounts filing (s.444 CA 2006), confirmation statement (s.853A) and partnership tax return SA800 (s.12AA TMA 1970) — the most onerous individual filings.
LLP Indemnity (Expert)
Full good-faith indemnity, good-faith excluding negligence, or none — capped or uncapped — for Designated Member personal exposure.
PI Insurance Overlay (Expert)
Professional indemnity insurance maintained for the Designated Members' personal benefit — typical in regulated professional LLPs.
Decision Authority Delegation (Expert)
Banking, contract signing and capex £-thresholds at which single-Designated-Member signing is permitted vs requiring two-DM execution.
Conflicts of Interest (Expert)
Immediate / quarterly / annual disclosure, full recusal / participation-no-vote / disclosure-only, COI register maintenance.
Annual Review + Vacancy (Expert)
Annual review of Designated Member roster, 7 / 14 / 30-day vacancy notification, emergency rule (s.8(2) all-Members default or immediate election).
ECCTA IDV Coordinator (Expert)
Named Designated Member with operational responsibility for tracking every Member's ECCTA 2023 IDV deadline and prompting verification.
s.199 ECCTA Fraud Prevention (Expert)
Reasonable fraud-prevention procedures for the s.199 failure-to-prevent-fraud offence (live 1 September 2025 for "large organisations" — 250+ employees / £36m+ turnover / £18m+ balance sheet, any 2 of 3).
Bribery Act 2010 Adequate Procedures (Expert)
Six-pillar adequate-procedures framework for the s.7 corporate offence — proportionate procedures, top-level commitment, risk assessment, due diligence, communication and training, monitoring and review.
Modern Slavery Act 2015 (Expert)
Annual transparency-in-supply-chains statement under s.54 where the LLP's turnover exceeds £36m — Designated Member named as signatory.
Fraud Reporting Mechanism (Expert)
Designated Member channel, whistleblowing policy with external trusted route, or both — operational evidence for s.199 ECCTA fraud-prevention defence.
How to Create an LLP Designated Members Agreement
Follow these steps to draft a UK Designated Members Agreement that allocates the s.8 LLPA 2000 statutory duties and the post-ECCTA 2023 compliance overlay.
- 1
Enter Designated Members and LLP Details
List each Designated Member (minimum two for s.8 LLPA 2000) with name and address. Add the LLP name, Companies House OC number, registered office and accounting reference date.
- 2
Set Relationship to Members' Agreement
Pick supplemental to a dated Members' Agreement (UK standard) or standalone. Insert the Members' Agreement date if supplemental.
- 3
Choose Default Duty Regime
Joint and several (UK default) or collectively responsible — sets how the Designated Members share the statutory burden between themselves.
- 4
Set Resignation and Replacement (Free)
Pick resignation notice (1 / 3 / 6 months) and replacement procedure (auto-designation, Member election, or remaining DMs nominate). Tick IDV-before-appointment.
- 5
Configure Liability Allocation (Expert)
Pick joint and several, allocated (assign accounts / confirmation / tax to specific DMs), or hybrid. Set LLP indemnity scope and cap, and PI insurance amount.
- 6
Set Decision Authority Thresholds (Expert)
Insert banking, contract signing and capex £-thresholds; choose whether single-DM signing is permitted below threshold or two-DM is always required.
- 7
Configure Conflicts of Interest (Expert)
Pick disclosure timing (immediate / quarterly / annual), recusal rule (full / participation-no-vote / disclosure-only) and tick COI register maintenance.
- 8
Set Annual Review and Vacancy Rules (Expert)
Tick annual review; pick vacancy notification window (7 / 14 / 30 days); choose emergency rule (s.8(2) all-Members default or immediate election).
- 9
Assign ECCTA Compliance Roles (Expert)
Name the Identity Verification Coordinator (one DM or joint). Tick fraud-prevention procedures, Bribery Act adequate procedures and Modern Slavery check (where turnover ≥£36m).
- 10
Review and Download
Preview the Agreement and download as a free PDF or, with Expert, an editable Microsoft Word (.docx) for execution by all Designated Members alongside the LLP Members' Agreement.
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Legal Considerations
UK Designated Members Agreements operate against the layered statutory framework of LLPA 2000, the LLP Regulations 2001 (SI 2001/1090), the Companies Act 2006 provisions applied to LLPs by SI 2009/1804 (as amended by SI 2024/355 and SI 2024/234), and the post-ECCTA 2023 compliance regime. Each layer imposes specific Designated Member duties that the Agreement must address.
This template is for informational purposes only and does not constitute legal advice. UK Designated Member duties are highly specialised — for any LLP with regulated activity (financial services, legal practice, accountancy, healthcare), any LLP that qualifies as a 'large organisation' for ECCTA s.199 purposes, any LLP with substantial third-party debt, or any LLP with corporate Members, professional advice from a solicitor specialising in LLPs is strongly recommended.
Reviewed for England & Wales, Scotland and Northern Ireland law
s.8 LLPA 2000 — The Minimum Two Designated Members Rule
Section 8 of the Limited Liability Partnerships Act 2000 sets the operational backbone of UK LLP governance. Subsection (1) requires every UK LLP to have at least two Designated Members at all times. Subsection (2) is the fail-safe: if at any point the number falls below two, every Member becomes a Designated Member by operation of law until the deficit is remedied. This means a single-Member LLP is impossible, and a two-Member LLP cannot have one Designated Member — both must be. Designated Members carry the statutory filing duties under the LLP Regulations 2001 and the Companies Act 2006 (as applied to LLPs by SI 2009/1804): signing and filing annual accounts (s.444 CA 2006); appointing auditors where required (s.485 CA 2006); filing the confirmation statement (s.853A CA 2006, 14-day delivery window); notifying Companies House of changes in membership and registered office (s.9 LLPA 2000); responding to strike-off notices; and (since 18 November 2025) coordinating the ECCTA 2023 identity verification of every LLP member.
ECCTA 2023 and the Identity Verification Coordinator
The Economic Crime and Corporate Transparency Act 2023 was applied to UK LLPs from 4 March 2024 by SI 2024/355, which inserted Regulation 13B into SI 2009/1804. From 8 April 2025 voluntary identity verification through GOV.UK One Login or in person at a UK Post Office (free) became available. From 18 November 2025 IDV is compulsory for every UK LLP member — new members must verify before being appointed, and existing members have a 12-month transition window ending 18 November 2026 aligned with their next confirmation statement filing date. Where a Member is a corporate body, the director of that corporate must complete IDV. The Designated Members Agreement names an Identity Verification Coordinator — the Designated Member with operational responsibility for tracking every individual Member's IDV deadline, prompting Members to verify, monitoring confirmation statement timing, and updating Companies House with the verification status. Failure to coordinate exposes the LLP to s.853L CA 2006 (as applied to LLPs) offences.
s.199 ECCTA 2023 — Failure to Prevent Fraud
Since 1 September 2025, the failure-to-prevent-fraud offence under section 199 ECCTA 2023 has been live for 'large organisations' — bodies (including UK LLPs) meeting at least two of: 250+ employees, £36 million turnover, £18 million balance sheet. A 'large' LLP is criminally liable where an associated person — Member, employee, agent, subsidiary, supplier — commits a specified fraud offence (including fraud by false representation, fraud by failing to disclose information, fraud by abuse of position, false accounting, false statements by company directors, fraudulent trading, cheating the public revenue) intending to benefit the LLP, unless the LLP can prove it had reasonable fraud-prevention procedures in place. The Home Office guidance published 6 November 2024 sets the six-pillar framework: top-level commitment, risk assessment, proportionate procedures, due diligence, communication and training, monitoring and review. The Designated Members Agreement formalises responsibility for each pillar.
Liability Allocation Between Designated Members
By statutory default, the Designated Members are JOINTLY AND SEVERALLY liable for the s.8(2) statutory filing duties — Companies House and HMRC can pursue any one of them in full for any breach. The Agreement may displace that default with an ALLOCATED regime — assigning accounts filing to one Designated Member, confirmation statement to another, partnership tax SA800 to a third — but the allocation binds only between the Designated Members themselves; the statutory liability to Companies House and HMRC remains joint and several. Hence the LLP indemnity overlay: the LLP indemnifies a Designated Member who acted in good faith for any loss arising from a duty allocated to another Designated Member who breached it. The Agreement also typically provides for a professional indemnity insurance policy maintained for the Designated Members' personal benefit, particularly in regulated professional LLPs (solicitor and accountancy LLPs where SRA Indemnity Rules / ICAEW Bye-laws prescribe minima).
Bribery Act 2010 s.7 and Modern Slavery Act 2015 s.54
Two further compliance pillars sit alongside ECCTA 2023 for UK LLPs. Section 7 of the Bribery Act 2010 imposes a strict-liability corporate offence where an associated person of the LLP bribes another person intending to obtain or retain business for the LLP. The defence — 'adequate procedures designed to prevent persons associated with the LLP from undertaking such conduct' — is interpreted in the Ministry of Justice 2011 Guidance under six pillars (proportionate procedures, top-level commitment, risk assessment, due diligence, communication and training, monitoring and review). Section 54 of the Modern Slavery Act 2015 requires any LLP with annual turnover of £36 million or more to publish a Transparency in Supply Chains statement annually, approved at the highest level and signed by a Designated Member. The Designated Members Agreement names the responsible Designated Member for each compliance pillar.
Resignation, Replacement and the Bates van Winkelhof Worker Question
Designated Member resignation requires notice to the LLP and notification to Companies House under s.9 LLPA 2000 within 14 days. The Agreement sets the resignation notice period (typically one, three or six months) and the replacement procedure — auto-designation of an existing Member (cleanest), full Member election (most democratic), or remaining Designated Members nominate (fastest in an emergency). The s.8(2) fail-safe applies in any gap: every Member becomes a Designated Member by operation of law until the minimum-two is restored. The Agreement should require ECCTA 2023 identity verification BEFORE the replacement appointment takes effect, since post-18-November-2025 unverified appointments are not valid. Note that the Supreme Court in Bates van Winkelhof v Clyde & Co [2014] UKSC 32 held that LLP members are 'workers' for the purposes of the Employment Rights Act 1996 whistleblowing protections — Designated Members are no exception, and the Agreement's fraud-reporting mechanism must respect those statutory protections.
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