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Free UK LLP Members' Agreement Template
A Members' Agreement is the constitutional document that displaces the bare statutory default rules in the Limited Liability Partnerships Act 2000 and the Limited Liability Partnerships Regulations 2001 (SI 2001/1090) — the rules that, in their absence, would treat every Member as having an equal profit share regardless of capital, no right to remuneration for active management, and no power of expulsion. Use our free UK template to draft a multi-tier (Equity / Salaried / Fixed Share) LLP Members' Agreement with a full decision matrix, Designated Member compliance under s.8 LLPA 2000, capital accounts and drawings mechanics, goodwill buy-out on cessation, and the post-ECCTA 2023 identity verification regime that is live for every UK LLP member from 18 November 2025.
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LIMITED LIABILITY PARTNERSHIP MEMBERS' AGREEMENT
Limited Liability Partnerships Act 2000 · England And Wales · 4 June 2026
EQUITY MEMBER / DESIGNATED MEMBER
Eleanor M. Cavendish
14 Westbourne Park Road, London, W11 1EA
EQUITY MEMBER / DESIGNATED MEMBER
Marcus J. Pemberton
7 Lonsdale Square, Islington, London, N1 1EW
EQUITY MEMBER
Sophia A. Larkin
23 Highbury Grove, London, N5 2AG
FIXED SHARE MEMBER
Daniel R. Westbrook
8 Albemarle Mews, Mayfair, London, W1S 4HE
SALARIED MEMBER
Priya N. Banerjee
12 Cleaver Square, Kennington, London, SE11 4DR
Cavendish Pemberton Design LLP (OC498217)
Commencement: 1 July 2026 · Members: 5 (Eq 3 / Sal 1 / FS 1)
This Limited Liability Partnership Members' Agreement (the "Agreement") is made on 4 June 2026 between Eleanor M. Cavendish of 14 Westbourne Park Road, London, W11 1EA (the "Equity Member 1"); Marcus J. Pemberton of 7 Lonsdale Square, Islington, London, N1 1EW (the "Equity Member 2"); Sophia A. Larkin of 23 Highbury Grove, London, N5 2AG (the "Equity Member 3"); Daniel R. Westbrook of 8 Albemarle Mews, Mayfair, London, W1S 4HE (the "Fixed Share Member 4"); Priya N. Banerjee of 12 Cleaver Square, Kennington, London, SE11 4DR (the "Salaried Member 5"), together the "Members". The Members are members of Cavendish Pemberton Design LLP (the "LLP"), a limited liability partnership incorporated in England and Wales under the Limited Liability Partnerships Act 2000 with registered number OC498217 and registered office at 14 Westbourne Park Road, London, W11 1EA. This Agreement regulates the conduct of the LLP and the relations between its Members; where permitted, it displaces the default rules in Regulation 7 of the Limited Liability Partnerships Regulations 2001 (SI 2001/1090) and the Companies Act 2006 provisions applied to LLPs by SI 2009/1804 (as amended by SI 2024/355 with effect from 4 March 2024).
1.
LLP DETAILS, BUSINESS AND COMMENCEMENT
Name: Cavendish Pemberton Design LLP
Companies House number: OC498217
Registered office: 14 Westbourne Park Road, London, W11 1EA
Business of the LLP: integrated brand strategy, identity design, and digital product design consultancy services to UK and international clients
Commencement of this Agreement: 1 July 2026
Accounting reference date: 30 June
The LLP has separate legal personality (s.1 LLPA 2000) and is liable for its own debts; Members are not personally liable for the debts of the LLP save to the extent of any contractual undertaking, fraud, or breach of fiduciary duty. The LLP shall not engage in any business or activity materially different in nature from the foregoing without the consent specified in clause 4 (Decision-Making).
Companies House number: OC498217
Registered office: 14 Westbourne Park Road, London, W11 1EA
Business of the LLP: integrated brand strategy, identity design, and digital product design consultancy services to UK and international clients
Commencement of this Agreement: 1 July 2026
Accounting reference date: 30 June
The LLP has separate legal personality (s.1 LLPA 2000) and is liable for its own debts; Members are not personally liable for the debts of the LLP save to the extent of any contractual undertaking, fraud, or breach of fiduciary duty. The LLP shall not engage in any business or activity materially different in nature from the foregoing without the consent specified in clause 4 (Decision-Making).
2.
MEMBERS AND DESIGNATED MEMBERS
The Members of the LLP at the date of this Agreement are:
Member 1: Eleanor M. Cavendish — Equity Member (Designated Member)
Address: 14 Westbourne Park Road, London, W11 1EA
Initial capital contribution: £120,000
Member 2: Marcus J. Pemberton — Equity Member (Designated Member)
Address: 7 Lonsdale Square, Islington, London, N1 1EW
Initial capital contribution: £120,000
Member 3: Sophia A. Larkin — Equity Member
Address: 23 Highbury Grove, London, N5 2AG
Initial capital contribution: £80,000
Member 4: Daniel R. Westbrook — Fixed Share Member
Address: 8 Albemarle Mews, Mayfair, London, W1S 4HE
Initial capital contribution: £20,000
Member 5: Priya N. Banerjee — Salaried Member
Address: 12 Cleaver Square, Kennington, London, SE11 4DR
Initial capital contribution: £0
The LLP has 2 Designated Member(s) at the date of this Agreement, satisfying the minimum-two requirement of s.8 LLPA 2000 (in default, every Member is a Designated Member where there would otherwise be fewer than two). Designated Members are responsible for the statutory filing duties listed in s.8(2) LLPA 2000, including signing and filing accounts, appointing auditors (where required), filing the annual confirmation statement, notifying changes in membership, and acting for the LLP if struck off.
Member 1: Eleanor M. Cavendish — Equity Member (Designated Member)
Address: 14 Westbourne Park Road, London, W11 1EA
Initial capital contribution: £120,000
Member 2: Marcus J. Pemberton — Equity Member (Designated Member)
Address: 7 Lonsdale Square, Islington, London, N1 1EW
Initial capital contribution: £120,000
Member 3: Sophia A. Larkin — Equity Member
Address: 23 Highbury Grove, London, N5 2AG
Initial capital contribution: £80,000
Member 4: Daniel R. Westbrook — Fixed Share Member
Address: 8 Albemarle Mews, Mayfair, London, W1S 4HE
Initial capital contribution: £20,000
Member 5: Priya N. Banerjee — Salaried Member
Address: 12 Cleaver Square, Kennington, London, SE11 4DR
Initial capital contribution: £0
The LLP has 2 Designated Member(s) at the date of this Agreement, satisfying the minimum-two requirement of s.8 LLPA 2000 (in default, every Member is a Designated Member where there would otherwise be fewer than two). Designated Members are responsible for the statutory filing duties listed in s.8(2) LLPA 2000, including signing and filing accounts, appointing auditors (where required), filing the annual confirmation statement, notifying changes in membership, and acting for the LLP if struck off.
3.
CAPITAL CONTRIBUTIONS
Each Member has contributed (or shall contribute on commencement) initial capital to the LLP as follows:
Eleanor M. Cavendish: £120,000
Marcus J. Pemberton: £120,000
Sophia A. Larkin: £80,000
Daniel R. Westbrook: £20,000
Priya N. Banerjee: £0
A separate capital account shall be maintained for each Member, recording (i) their initial and subsequent contributions; (ii) their allocated share of undistributed profit; and (iii) their drawings against profit. Capital accounts are debt obligations of the LLP to the Member, repayable on cessation of membership in accordance with clause 8.
Interest on capital: Interest shall accrue on positive capital account balances at 5% per annum, payable in arrears at each Accounting Date, in priority to any profit distribution. This displaces the default rule in Regulation 7(2) of the LLP Regulations 2001 (no interest on capital).
Eleanor M. Cavendish: £120,000
Marcus J. Pemberton: £120,000
Sophia A. Larkin: £80,000
Daniel R. Westbrook: £20,000
Priya N. Banerjee: £0
A separate capital account shall be maintained for each Member, recording (i) their initial and subsequent contributions; (ii) their allocated share of undistributed profit; and (iii) their drawings against profit. Capital accounts are debt obligations of the LLP to the Member, repayable on cessation of membership in accordance with clause 8.
Interest on capital: Interest shall accrue on positive capital account balances at 5% per annum, payable in arrears at each Accounting Date, in priority to any profit distribution. This displaces the default rule in Regulation 7(2) of the LLP Regulations 2001 (no interest on capital).
4.
PROFIT AND LOSS ALLOCATION
Profits shall be allocated as follows: (a) first, in payment of any priority remuneration to Salaried Members and Fixed Share Members per their agreed terms; (b) second, in payment of any interest on capital; (c) third, the residue between Equity Members in their agreed sharing ratio.
The LLP is transparent for tax purposes under Part 9 of the Income Tax (Trading and Other Income) Act 2005. Each Member is individually responsible for income tax, Class 2 and Class 4 National Insurance contributions and (in certain cases) Class 1 contributions on their allocated share of LLP profit. The LLP shall file a partnership tax return (SA800) under s.12AA Taxes Management Act 1970; the appointed Designated Members shall sign and submit it.
The LLP is transparent for tax purposes under Part 9 of the Income Tax (Trading and Other Income) Act 2005. Each Member is individually responsible for income tax, Class 2 and Class 4 National Insurance contributions and (in certain cases) Class 1 contributions on their allocated share of LLP profit. The LLP shall file a partnership tax return (SA800) under s.12AA Taxes Management Act 1970; the appointed Designated Members shall sign and submit it.
5.
DECISION-MAKING AND AUTHORITY OF MEMBERS
All decisions of the Members regarding the LLP shall require the unanimous written agreement of all Members (overriding the simple-majority default in Regulation 7(6) of the LLP Regulations 2001 for ordinary management matters).
Members are agents of the LLP for the purpose of its business (s.6 LLPA 2000). A Member has no authority to bind the LLP in any matter outside the ordinary course of business of the LLP unless authorised by the Members in writing. Each Member shall ensure that any third-party transactions outside the ordinary course of business are approved in accordance with this Agreement and recorded in the LLP minutes.
Members are agents of the LLP for the purpose of its business (s.6 LLPA 2000). A Member has no authority to bind the LLP in any matter outside the ordinary course of business of the LLP unless authorised by the Members in writing. Each Member shall ensure that any third-party transactions outside the ordinary course of business are approved in accordance with this Agreement and recorded in the LLP minutes.
6.
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.
7.
MEMBERSHIP TIERS AND DESIGNATED MEMBERS
7.1 Equity Members. Equity Members contribute capital, share in profits and losses on the basis set out in clause 4, and have one (1) vote per Equity Member, regardless of capital share on all Member decisions, save where this Agreement provides otherwise.
7.2 Salaried Members. Salaried Members are entitled to a fixed salary of £95,000 per annum, payable monthly in arrears, treated as a first charge on the profits of the LLP and an expense for accounting purposes. Salaried Members have voting rights limited to administrative matters (premises, IT, holiday policies); no voting on Reserved Matters or Fundamental Matters. The Salaried Member designation does NOT prevent the Member being a "worker" for the purposes of the Employment Rights Act 1996 and related employment legislation (Bates van Winkelhof v Clyde and Co [2014] UKSC 32) — the LLP must operate PAYE for income tax on salary paid to a Salaried Member who meets the "salaried member" rules in section 863A ITTOIA 2005.
7.3 Fixed Share Members. Fixed Share Members are entitled to a fixed share of LLP profits of 5% of distributable profits each year, in priority to Equity Member residual allocation. Fixed Share Members have full voting rights on all decisions of the Members. Fixed Share Members are tax-transparent under Part 9 ITTOIA 2005 in the normal way, subject to the salaried-member rules in section 863A.
7.4 Designated Members (s.8 LLPA 2000). The LLP shall maintain a minimum of two (2) Designated Members at all times. If the number of Designated Members falls below the minimum, every Member becomes a Designated Member by operation of s.8(2) LLPA 2000 until the deficit is remedied. Designated Members are responsible for: (a) signing and filing the LLP's annual accounts; (b) appointing auditors where required; (c) filing the annual confirmation statement; (d) notifying Companies House of changes in membership, registered office, name and other particulars; (e) responding to any Companies House strike-off notice; and (f) coordinating identity verification with Companies House under the ECCTA 2023 regime (see clause 12).
7.2 Salaried Members. Salaried Members are entitled to a fixed salary of £95,000 per annum, payable monthly in arrears, treated as a first charge on the profits of the LLP and an expense for accounting purposes. Salaried Members have voting rights limited to administrative matters (premises, IT, holiday policies); no voting on Reserved Matters or Fundamental Matters. The Salaried Member designation does NOT prevent the Member being a "worker" for the purposes of the Employment Rights Act 1996 and related employment legislation (Bates van Winkelhof v Clyde and Co [2014] UKSC 32) — the LLP must operate PAYE for income tax on salary paid to a Salaried Member who meets the "salaried member" rules in section 863A ITTOIA 2005.
7.3 Fixed Share Members. Fixed Share Members are entitled to a fixed share of LLP profits of 5% of distributable profits each year, in priority to Equity Member residual allocation. Fixed Share Members have full voting rights on all decisions of the Members. Fixed Share Members are tax-transparent under Part 9 ITTOIA 2005 in the normal way, subject to the salaried-member rules in section 863A.
7.4 Designated Members (s.8 LLPA 2000). The LLP shall maintain a minimum of two (2) Designated Members at all times. If the number of Designated Members falls below the minimum, every Member becomes a Designated Member by operation of s.8(2) LLPA 2000 until the deficit is remedied. Designated Members are responsible for: (a) signing and filing the LLP's annual accounts; (b) appointing auditors where required; (c) filing the annual confirmation statement; (d) notifying Companies House of changes in membership, registered office, name and other particulars; (e) responding to any Companies House strike-off notice; and (f) coordinating identity verification with Companies House under the ECCTA 2023 regime (see clause 12).
8.
CAPITAL ACCOUNTS, DRAWINGS AND TRUE-UP
8.1 Capital accounts. The LLP shall maintain a capital account for each Equity Member recording their initial and subsequent contributions, allocated share of undistributed profits, drawings against capital, and any other adjustments. Capital accounts shall not bear interest save as expressly provided in clause 3.
8.2 Current accounts. The LLP shall additionally maintain a current account for each Equity Member recording allocated profits and losses for the relevant accounting period and drawings made against those allocated profits.
8.3 Monthly drawings. Each Equity Member shall be entitled to draw £8,500 per month on account of their anticipated profit share, payable in arrears on the last business day of each calendar month. Drawings are debited to the Member's current account and treated as an advance against allocated profit. If profits are insufficient to cover drawings made, the excess shall be repaid by the Member within 30 days of demand.
8.4 True-up. Within ninety (90) days of each Accounting Date, the Designated Members shall prepare and circulate audited (or agreed) accounts. Each Equity Member's allocated profit share for the period shall be calculated; the difference between allocated profit and drawings made shall be (i) credited to the Member's capital or current account if allocated profit exceeds drawings, or (ii) debited and repayable on demand if drawings exceed allocated profit.
8.5 Capital calls. If the Members determine by Special Reserved Matter (clause 9) that additional capital is required, each Equity Member shall contribute their pro-rata share (by reference to their existing capital account balance, or such other basis as agreed) within 30 days of written notice. Failure to contribute may lead to dilution, expulsion, or the issue of additional voting rights to contributing Members in proportion to the shortfall.
8.6 Retained earnings policy. Up to twenty percent (20%) of allocated profits each year may be retained in the LLP for working capital, capital expenditure or contingencies by Ordinary Member decision (clause 9.1). Any retention above 20% requires a Special Reserved Matter approval.
8.2 Current accounts. The LLP shall additionally maintain a current account for each Equity Member recording allocated profits and losses for the relevant accounting period and drawings made against those allocated profits.
8.3 Monthly drawings. Each Equity Member shall be entitled to draw £8,500 per month on account of their anticipated profit share, payable in arrears on the last business day of each calendar month. Drawings are debited to the Member's current account and treated as an advance against allocated profit. If profits are insufficient to cover drawings made, the excess shall be repaid by the Member within 30 days of demand.
8.4 True-up. Within ninety (90) days of each Accounting Date, the Designated Members shall prepare and circulate audited (or agreed) accounts. Each Equity Member's allocated profit share for the period shall be calculated; the difference between allocated profit and drawings made shall be (i) credited to the Member's capital or current account if allocated profit exceeds drawings, or (ii) debited and repayable on demand if drawings exceed allocated profit.
8.5 Capital calls. If the Members determine by Special Reserved Matter (clause 9) that additional capital is required, each Equity Member shall contribute their pro-rata share (by reference to their existing capital account balance, or such other basis as agreed) within 30 days of written notice. Failure to contribute may lead to dilution, expulsion, or the issue of additional voting rights to contributing Members in proportion to the shortfall.
8.6 Retained earnings policy. Up to twenty percent (20%) of allocated profits each year may be retained in the LLP for working capital, capital expenditure or contingencies by Ordinary Member decision (clause 9.1). Any retention above 20% requires a Special Reserved Matter approval.
9.
DECISION MATRIX AND RESERVED MATTERS
9.1 Ordinary Matters. Day-to-day management decisions in the ordinary course of business of the LLP shall be taken by simple majority of Equity Members (>50%, one vote each). These include client engagement, hiring of non-equity staff, IT and premises matters, marketing approvals.
9.2 Special Reserved Matters. The following decisions shall require seventy-five percent (75%) of Equity Members: (i) borrowing money or providing security exceeding £50,000 in aggregate per annum; (ii) capital expenditure exceeding £25,000 on any single transaction; (iii) capital calls under clause 8.5; (iv) admission of a new Member as Equity, Salaried or Fixed Share; (v) variation of profit allocation method (clause 4); (vi) approval of annual accounts; (vii) appointment of auditor (if required); (viii) approval of dividend / distribution outside scheduled drawings; (ix) commencement or settlement of litigation involving the LLP.
9.3 Fundamental Matters. The following decisions shall require unanimous consent of all Equity Members: (i) variation of this Agreement; (ii) change in the nature of LLP business; (iii) merger, acquisition or sale of business; (iv) admission of a new Equity Member; (v) conversion from LLP to company or partnership; (vi) voluntary striking off or liquidation of the LLP; (vii) expulsion of a Member under clause 11.
9.4 Conduct of meetings. Members' meetings may be held by video, telephone or in person; written resolutions signed by the required threshold are equally valid. Minutes shall be kept by the Designated Members at the LLP's registered office and made available to all Members on reasonable notice.
9.5 Additional Reserved Matters. (x) entry into any new line of business or geographic market outside the UK and EU; (xi) approval of any rebrand or change to the firm's trading name.
9.2 Special Reserved Matters. The following decisions shall require seventy-five percent (75%) of Equity Members: (i) borrowing money or providing security exceeding £50,000 in aggregate per annum; (ii) capital expenditure exceeding £25,000 on any single transaction; (iii) capital calls under clause 8.5; (iv) admission of a new Member as Equity, Salaried or Fixed Share; (v) variation of profit allocation method (clause 4); (vi) approval of annual accounts; (vii) appointment of auditor (if required); (viii) approval of dividend / distribution outside scheduled drawings; (ix) commencement or settlement of litigation involving the LLP.
9.3 Fundamental Matters. The following decisions shall require unanimous consent of all Equity Members: (i) variation of this Agreement; (ii) change in the nature of LLP business; (iii) merger, acquisition or sale of business; (iv) admission of a new Equity Member; (v) conversion from LLP to company or partnership; (vi) voluntary striking off or liquidation of the LLP; (vii) expulsion of a Member under clause 11.
9.4 Conduct of meetings. Members' meetings may be held by video, telephone or in person; written resolutions signed by the required threshold are equally valid. Minutes shall be kept by the Designated Members at the LLP's registered office and made available to all Members on reasonable notice.
9.5 Additional Reserved Matters. (x) entry into any new line of business or geographic market outside the UK and EU; (xi) approval of any rebrand or change to the firm's trading name.
10.
ADMISSION OF NEW MEMBERS
10.1 Consent. A new person may be admitted as a Member of the LLP only with unanimous written consent of all existing Equity Members (consistent with the default rule in Regulation 7(5) of the LLP Regulations 2001). On admission, the new Member shall: (i) execute a deed of adherence to this Agreement; (ii) contribute the capital agreed by the existing Members; (iii) complete identity verification at Companies House under ECCTA 2023 (clause 12); and (iv) be notified to Companies House on form LL AP01 (individual) or LL AP02 (corporate) within 14 days under s.9 LLPA 2000.
10.2 Notification. The Designated Members shall notify Companies House of the admission within 14 days. Failure to notify is a criminal offence under s.9(4) LLPA 2000.
10.3 Membership classification. The Members admitting a new Member shall determine the new Member's tier (Equity / Salaried / Fixed Share), designated-member status, voting rights, capital contribution and profit share, all to be recorded in a written admission resolution.
10.2 Notification. The Designated Members shall notify Companies House of the admission within 14 days. Failure to notify is a criminal offence under s.9(4) LLPA 2000.
10.3 Membership classification. The Members admitting a new Member shall determine the new Member's tier (Equity / Salaried / Fixed Share), designated-member status, voting rights, capital contribution and profit share, all to be recorded in a written admission resolution.
11.
CESSATION OF MEMBERSHIP
11.1 Voluntary retirement. Any Member may retire from the LLP by giving twelve (12) months' prior written notice to the other Members. On retirement, the Member's capital and current account balances (plus any allocated but undrawn profit) shall be paid out in twelve (12) equal monthly instalments commencing on the cessation date, with interest accruing on the outstanding balance at the Bank of England base rate plus 2% per annum, after settlement of all sums due to the LLP. Valuation of goodwill is in accordance with clause 9 below.
11.2 Expulsion. A Member may be expelled by Fundamental Matter resolution (clause 9.3) on the following grounds: material breach (un-remedied within 30 days), dishonesty, fraud, gross misconduct, serious criminal offence, permanent incapacity (per clause 11.4), or insolvency (per clause 11.5). The expelled Member shall be given written notice setting out the grounds, an opportunity to respond, and a reasonable hearing before final decision (consistent with Flanagan v Liontrust [2011] EWHC 38 (Ch)). Expulsion takes effect from the date specified in the resolution.
11.3 Death. On the death of a Member, the surviving Members shall have the option (but not the obligation), exercisable by written notice within ninety (90) days, to purchase the deceased Member's share at fair value per clause 9. Failing exercise of the option, the personal representatives may require the LLP to pay out the cessation valuation.
11.4 Permanent incapacity. If a Member is unable to carry out their duties to the LLP for a continuous period of six (6) consecutive months by reason of illness or injury, the other Members may by Fundamental Matter resolution treat the affected Member as having retired with effect from a date specified in the resolution.
11.5 Insolvency. If a Member becomes bankrupt, enters into an IVA, is the subject of a bankruptcy order or interim order, or becomes subject to a debt relief order, the affected Member shall cease to be a Member with effect from the date of bankruptcy, administration, IVA approval, or appointment of a receiver. The cessation valuation shall be conducted under clause 9.
11.6 Notification. The Designated Members shall notify Companies House of any cessation of membership within 14 days using form LL TM01 (individual) or LL TM02 (corporate), under s.9 LLPA 2000.
11.2 Expulsion. A Member may be expelled by Fundamental Matter resolution (clause 9.3) on the following grounds: material breach (un-remedied within 30 days), dishonesty, fraud, gross misconduct, serious criminal offence, permanent incapacity (per clause 11.4), or insolvency (per clause 11.5). The expelled Member shall be given written notice setting out the grounds, an opportunity to respond, and a reasonable hearing before final decision (consistent with Flanagan v Liontrust [2011] EWHC 38 (Ch)). Expulsion takes effect from the date specified in the resolution.
11.3 Death. On the death of a Member, the surviving Members shall have the option (but not the obligation), exercisable by written notice within ninety (90) days, to purchase the deceased Member's share at fair value per clause 9. Failing exercise of the option, the personal representatives may require the LLP to pay out the cessation valuation.
11.4 Permanent incapacity. If a Member is unable to carry out their duties to the LLP for a continuous period of six (6) consecutive months by reason of illness or injury, the other Members may by Fundamental Matter resolution treat the affected Member as having retired with effect from a date specified in the resolution.
11.5 Insolvency. If a Member becomes bankrupt, enters into an IVA, is the subject of a bankruptcy order or interim order, or becomes subject to a debt relief order, the affected Member shall cease to be a Member with effect from the date of bankruptcy, administration, IVA approval, or appointment of a receiver. The cessation valuation shall be conducted under clause 9.
11.6 Notification. The Designated Members shall notify Companies House of any cessation of membership within 14 days using form LL TM01 (individual) or LL TM02 (corporate), under s.9 LLPA 2000.
12.
IDENTITY VERIFICATION AND FRAUD PREVENTION (ECCTA 2023)
12.1 Identity verification (ECCTA 2023). Each Member acknowledges that under the Economic Crime and Corporate Transparency Act 2023 (applied to LLPs by SI 2009/1804 as amended by SI 2024/355) all 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 from 18 November 2025. New Members shall complete identity verification before notification to Companies House on form LL AP01 / LL AP02 (clause 10.2).
12.2 Method. Members may verify identity (a) directly with Companies House via the GOV.UK One Login app or web service, (b) in person at a post office (free), or (c) through an Authorised Corporate Service Provider (ACSP). On successful verification, Companies House issues a unique personal code; Members shall provide their personal code to the Designated Members on request. Corporate Members shall ensure that at least one of their individual directors (or equivalent) has completed identity verification.
12.3 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) CA 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 Members may by Fundamental Matter resolution treat persistent failure to verify as a material breach giving rise to expulsion under clause 11.2.
12.4 Failure-to-prevent-fraud offence (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 the Economic Crime and Corporate Transparency Act 2023 (live from 1 September 2025) for fraud committed by associated persons of the LLP for its benefit. The LLP shall maintain reasonable fraud-prevention procedures consistent with the published government guidance. Each Member shall: (a) act honestly and with integrity in dealings on behalf of the LLP; (b) not facilitate or fail to prevent any associated person from committing fraud for the benefit of the LLP; and (c) promptly report any suspected fraud to the Designated Members.
12.2 Method. Members may verify identity (a) directly with Companies House via the GOV.UK One Login app or web service, (b) in person at a post office (free), or (c) through an Authorised Corporate Service Provider (ACSP). On successful verification, Companies House issues a unique personal code; Members shall provide their personal code to the Designated Members on request. Corporate Members shall ensure that at least one of their individual directors (or equivalent) has completed identity verification.
12.3 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) CA 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 Members may by Fundamental Matter resolution treat persistent failure to verify as a material breach giving rise to expulsion under clause 11.2.
12.4 Failure-to-prevent-fraud offence (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 the Economic Crime and Corporate Transparency Act 2023 (live from 1 September 2025) for fraud committed by associated persons of the LLP for its benefit. The LLP shall maintain reasonable fraud-prevention procedures consistent with the published government guidance. Each Member shall: (a) act honestly and with integrity in dealings on behalf of the LLP; (b) not facilitate or fail to prevent any associated person from committing fraud for the benefit of the LLP; and (c) promptly report any suspected fraud to the Designated Members.
13.
CESSATION VALUATION AND GOODWILL
13.1 Valuation method. The cessation valuation shall be the Member's share of: (a) capital and current account balances; PLUS (b) goodwill valued at 2.5× the average of the LLP's last three years' EBITDA (or such fewer years as the LLP has traded), pro-rated to the outgoing Member's share of profits over the same period. Goodwill is payable only if the LLP is profitable and continues to trade.
13.2 Dispute over valuation. Any dispute as to the cessation valuation shall be referred to an independent expert appointed under clause 14 (Dispute Resolution).
13.2 Dispute over valuation. Any dispute as to the cessation valuation shall be referred to an independent expert appointed under clause 14 (Dispute Resolution).
14.
RESTRICTIVE COVENANTS AND CONFIDENTIALITY
14.1 Non-compete. Each Member covenants that they shall not, for a period of twelve (12) months from the date their membership ceases, directly or indirectly carry on or be engaged in any business that competes with the business of the LLP within the United Kingdom and the European Union. This restriction is reasonable to protect the legitimate goodwill of the LLP, having regard to the Member's seniority and access to confidential information. Following Nordenfelt v Maxim Nordenfelt [1894] AC 535 and Tillman v Egon Zehnder [2019] UKSC 32, the Members agree that the restraint is no wider than necessary; any unenforceable element may be severed without prejudice to the remainder.
14.2 Non-solicit (clients). Each Member covenants that for a period of twenty-four (24) months after cessation, they shall not solicit, accept work from, or interfere with the LLP's relationship with any client of the LLP with whom the Member had material dealings during the twelve (12) months preceding cessation.
14.3 Non-solicit (staff). Each Member covenants that for a period of twelve (12) months after cessation, they shall not solicit any Member, employee or consultant of the LLP to leave the LLP or accept employment / engagement with the outgoing Member or any business associated with them.
14.4 Confidentiality. Each Member shall keep confidential all information of the LLP not in the public domain (including client lists, pricing, internal strategy, member compensation, and trade secrets) during their membership and for a period of five (5) years from cessation of membership. Disclosure is permitted only where (a) required by law, regulation or court order, (b) made to professional advisers under a duty of confidentiality, or (c) consented to in writing by the LLP.
14.2 Non-solicit (clients). Each Member covenants that for a period of twenty-four (24) months after cessation, they shall not solicit, accept work from, or interfere with the LLP's relationship with any client of the LLP with whom the Member had material dealings during the twelve (12) months preceding cessation.
14.3 Non-solicit (staff). Each Member covenants that for a period of twelve (12) months after cessation, they shall not solicit any Member, employee or consultant of the LLP to leave the LLP or accept employment / engagement with the outgoing Member or any business associated with them.
14.4 Confidentiality. Each Member shall keep confidential all information of the LLP not in the public domain (including client lists, pricing, internal strategy, member compensation, and trade secrets) during their membership and for a period of five (5) years from cessation of membership. Disclosure is permitted only where (a) required by law, regulation or court order, (b) made to professional advisers under a duty of confidentiality, or (c) consented to in writing by the LLP.
15.
DISPUTE RESOLUTION
15.1 Mediation. Any dispute arising under or in connection with this Agreement shall first be referred to mediation under the CEDR Model Mediation Procedure. The mediator shall be a CEDR-accredited mediator agreed by the parties or, failing agreement, nominated by CEDR. Neither party shall commence legal proceedings until either the mediator declares the dispute is not resolvable through mediation or 60 days have elapsed since the request to mediate.
15.2 Court fallback. If the dispute is not resolved through mediation, the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales (without prejudice to the right to enforce mediation outcomes).
15.2 Court fallback. If the dispute is not resolved through mediation, the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales (without prejudice to the right to enforce mediation outcomes).
16.
INSURANCE AND GENERAL PROVISIONS
16.1 Professional indemnity insurance. The LLP shall maintain professional indemnity insurance with a reputable insurer for a minimum level of cover of £5,000,000 per claim, in such form as is appropriate to the nature of the LLP's business. The cost of premium shall be a business expense of the LLP.
16.2 Variation. This Agreement may only be varied in writing signed by all Equity Members (or by Fundamental Matter resolution under clause 9.3).
16.3 Entire agreement. This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, representations and understandings (oral or written). Each party acknowledges that, in entering into this Agreement, it has not relied on any statement, representation or warranty not expressly set out in it.
16.4 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 of this Agreement (consistent with Tillman v Egon Zehnder [2019] UKSC 32 blue-pencil severance).
16.5 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.
16.6 Third-party rights. Save as expressly provided in this Agreement, no provision of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
16.7 Notices. Any notice under this Agreement shall be in writing and delivered by hand, by first-class recorded post, or by email to the addresses set out in clause 2 (or such other address as a 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).
16.2 Variation. This Agreement may only be varied in writing signed by all Equity Members (or by Fundamental Matter resolution under clause 9.3).
16.3 Entire agreement. This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, representations and understandings (oral or written). Each party acknowledges that, in entering into this Agreement, it has not relied on any statement, representation or warranty not expressly set out in it.
16.4 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 of this Agreement (consistent with Tillman v Egon Zehnder [2019] UKSC 32 blue-pencil severance).
16.5 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.
16.6 Third-party rights. Save as expressly provided in this Agreement, no provision of this Agreement is enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to it.
16.7 Notices. Any notice under this Agreement shall be in writing and delivered by hand, by first-class recorded post, or by email to the addresses set out in clause 2 (or such other address as a 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).
17.
EXECUTION
IN WITNESS WHEREOF the Members have executed this Agreement on the date set out at the start of this Agreement. Each Member acknowledges that this Agreement is a contract between them and the LLP and that they have read and understood its terms before signing.
EQUITY MEMBER / DESIGNATED MEMBER
Eleanor M. Cavendish
Date: ____________________
EQUITY MEMBER / DESIGNATED MEMBER
Marcus J. Pemberton
Date: ____________________
EQUITY MEMBER
Sophia A. Larkin
Date: ____________________
FIXED SHARE MEMBER
Daniel R. Westbrook
Date: ____________________
SALARIED MEMBER
Priya N. Banerjee
Date: ____________________
Available as a print-ready PDF or an editable Microsoft Word (.docx) file.
What Is an LLP Members' Agreement?
A Limited Liability Partnership Members' Agreement is the private contract between the Members of a UK LLP that regulates the internal conduct of the LLP — who contributes capital, how profits and losses are allocated, who decides what and by what majority, how Members are admitted and how they leave, and what each Member may and may not do during and after membership. It sits alongside the LLP's public Companies House filings (the incorporation document, annual confirmation statement and accounts) but, critically, is not itself filed and remains confidential between the Members.
Without a written agreement, every UK LLP is governed by a stripped-down default code: the Limited Liability Partnerships Act 2000, the Limited Liability Partnerships Regulations 2001 (SI 2001/1090) — particularly Regulation 7 (equal profit share, equal management, no remuneration, no interest on capital, unanimous consent for new members) and Regulation 8 (no expulsion power) — and the parts of the Companies Act 2006 applied to LLPs by SI 2009/1804 (as amended by SI 2024/355 from 4 March 2024 to layer in the Economic Crime and Corporate Transparency Act 2023 reforms). For all but the simplest two-Member equal partnership, those defaults are commercially unworkable.
Under English, Scots and Northern Irish law an LLP is a separate legal person (s.1 LLPA 2000), so liability for trading debts sits with the LLP itself and Members are protected from personal liability beyond their contractual undertakings. But that limited-liability shield works only if the LLP is run as a properly governed entity — Members file what they must, Designated Members discharge their s.8 LLPA 2000 duties, and identity verification under the live ECCTA 2023 regime is in place. A robust Members' Agreement is the operational backbone that lets a UK LLP function as a real business, not merely as a tax-transparent vehicle.
What's Covered in This Template
This UK LLP Members' Agreement displaces the default code with a complete multi-tier governance, capital accounts and exit framework.
Members (up to six)
Each Member tagged as Equity, Salaried or Fixed Share, with Designated Member status flagged separately under s.8 LLPA 2000.
LLP Identity Block
LLP name, Companies House OC number, registered office (England & Wales / Scotland / Northern Ireland), business description, commencement and accounting reference date.
Capital Contributions
Initial capital per Member with separate capital accounts, debt-of-LLP treatment, and optional interest on positive balances (displacing Reg 7(2) SI 2001/1090).
Profit and Loss Allocation
Equal / capital-weighted / tiered / custom ratio with priority allocations for Salaried and Fixed Share Members, plus Part 9 ITTOIA 2005 transparency note.
Decision-Making Default
Unanimous / simple majority / two-thirds — displaces Reg 7(6) SI 2001/1090 default of majority for ordinary management, unanimous for change of business.
Multi-Tier Membership (Expert)
Equity / Salaried / Fixed Share definitions with distinct voting rights, default salary or fixed share, and the s.863A ITTOIA 2005 PAYE flag for salaried members.
Designated Members (Expert)
Minimum two (s.8 LLPA 2000 default) up to all-members, with the seven statutory duties — accounts signing, auditor appointment, confirmation statement, change notifications, ECCTA IDV coordination, strike-off response.
Capital Accounts + Drawings (Expert)
Separate capital and current accounts, monthly / quarterly drawings on account of profit, true-up timing and over-drawings repayment under demand.
Capital Calls (Expert)
Pro-rata top-up mechanism with 14 / 30 / 60-day notice and dilution / additional voting rights remedies for non-contributing Members.
Decision Matrix (Expert)
Ordinary (simple majority) / Special Reserved (75%) / Fundamental (unanimous) thresholds with borrowing cap, capex cap and bespoke reserved matters.
Admission of New Members (Expert)
Unanimous (Reg 7 default) / 75% / Designated Member admission with subsequent ratification — and ECCTA 2023 IDV completion as a condition precedent.
Retirement / Cessation (Expert)
3 / 6 / 12-month notice, payout within 180 days or 12 / 24-month instalments at BoE base + 2% — calibrated by tier and seniority.
Expulsion Grounds (Expert)
Material breach only / + dishonesty + gross misconduct + criminal offence / + permanent incapacity + insolvency — displacing the Reg 8 SI 2001/1090 no-expulsion default; Flanagan v Liontrust procedural fairness.
Death and Insolvency Treatment (Expert)
Continue / buy-out / dissolve options for death; cease / continue / Insolvent Partnerships Order 1994 dissolution for insolvency.
Goodwill Valuation + Buy-Out (Expert)
Book value (cheapest) / RICS or ICAEW independent valuer / EBITDA multiple / formula basis, with 180-day or instalment payout.
Restrictive Covenants (Expert)
12 / 24-month non-compete, non-solicit clients and non-solicit staff with UK-wide or narrower radius — Tillman v Egon Zehnder blue-pencil severance and Nordenfelt reasonableness.
ECCTA 2023 IDV Compliance (Expert)
Identity verification regime live from 18 November 2025 for every UK LLP member; voluntary IDV since 8 April 2025; 12-month transition for existing members.
Fraud Prevention + PI Insurance (Expert)
Failure-to-prevent-fraud (s.199 ECCTA 2023, live 1 September 2025 for 'large' LLPs ≥250 employees / ≥£36m turnover / ≥£18m balance sheet, 2 of 3) and professional indemnity cover.
Confidentiality + Dispute Resolution (Expert)
2 / 5-year or indefinite confidentiality; mediation-then-court (UK SME standard), LCIA / CIArb arbitration, or court-only exclusive jurisdiction.
Governing Law
England and Wales / Scotland / Northern Ireland with matching exclusive jurisdiction to the courts of that constituent UK nation.
How to Create an LLP Members' Agreement
Follow these steps to draft a UK LLP Members' Agreement that displaces the default code and supports a working multi-tier partnership.
- 1
Enter LLP and Member Details
Provide the LLP name, Companies House OC number, registered office, business description and commencement date; list each Member with their tier (Equity / Salaried / Fixed Share) and Designated Member status.
- 2
Set Capital Contributions
Record each Equity Member's initial capital. Decide whether interest accrues on positive capital account balances — this displaces the no-interest default in Regulation 7(2) of SI 2001/1090.
- 3
Choose Profit Allocation Method
Pick equal, capital-weighted, tiered (priority allocation + residue) or a custom ratio. Note that the LLP is tax-transparent under Part 9 ITTOIA 2005; Members are taxed individually.
- 4
Configure Multi-Tier Voting (Expert)
Set Equity Member voting (per-member, capital-weighted or profit-share weighted) and Salaried / Fixed Share Member voting (full / administrative-only / consultation only).
- 5
Build the Decision Matrix (Expert)
Select Ordinary (simple majority) / Special Reserved (75%) / Fundamental (unanimous) thresholds and set the borrowing cap and capex cap that trigger Reserved Matter approval.
- 6
Configure Admission and Cessation (Expert)
Pick admission consent (unanimous / 75% / Designated Members), retirement notice (3 / 6 / 12 months), payout period and expulsion grounds. Decide what happens on death and insolvency.
- 7
Set Goodwill and Buy-Out (Expert)
Choose book value, independent expert valuation, EBITDA multiple or a formula basis for the price payable on cessation of membership.
- 8
Add Restrictive Covenants (Expert)
Apply non-compete (12 / 24 months), non-solicit clients and non-solicit staff with a UK or narrower radius. The template applies Tillman v Egon Zehnder blue-pencil drafting.
- 9
Confirm ECCTA IDV Compliance (Expert)
Tick the identity verification flag — live for every UK LLP member from 18 November 2025 under ECCTA 2023 (CA 2006 ss.1110A-1110N as applied to LLPs by SI 2009/1804 as amended).
- 10
Review and Download
Preview the Members' Agreement and download as a free PDF or, with Expert, an editable Microsoft Word (.docx) for execution alongside the LLP incorporation document.
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Legal Considerations
UK LLP Members' Agreements operate against a layered statutory framework — LLPA 2000, SI 2001/1090 default rules, the CA 2006 provisions applied by SI 2009/1804 (and amended by SI 2024/355), the ECCTA 2023 identity verification regime, and the parts of partnership and employment case law that apply to LLP members.
This template is for informational purposes only and does not constitute legal advice. LLP Members' Agreements are constitutional documents — for an LLP with more than six Members, an LLP carrying on a regulated activity (financial services, legal practice, healthcare), an LLP with substantial third-party debt, or any deal involving corporate Members or non-UK resident Members, professional advice from a solicitor specialising in LLPs is strongly recommended.
Reviewed for England & Wales, Scotland and Northern Ireland law
Default Rules in SI 2001/1090 — Why a Written Agreement Matters
Where no Members' Agreement displaces them, Regulation 7 of the Limited Liability Partnerships Regulations 2001 imposes equal profit shares regardless of capital (Reg 7(1)); equal management rights (Reg 7(3)); no remuneration for active management (Reg 7(4)); no interest on capital (Reg 7(2)); a duty to render true accounts (Reg 7(5)); ordinary management matters by majority but a change of the nature of the business by unanimity (Reg 7(6)); a competition / private benefit duty (Regs 7(7) and 7(9)); and an indemnity (Reg 7(8)). Critically, Regulation 8 provides that no Member may be expelled by a majority unless that power is expressly conferred — without a written agreement, the only escape route from a dysfunctional UK LLP is a winding-up petition under the Insolvent Partnerships Order 1994. A Members' Agreement is the only practical way to operate any LLP beyond a two-Member equal partnership.
Designated Members and s.8 LLPA 2000
Every UK LLP must have at least two Designated Members at all times (s.8(1) LLPA 2000). If the number falls below two, every Member becomes a Designated Member by operation of s.8(2) until the deficit is remedied. 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 / s.445 CA 2006), appointing auditors where required (s.485 CA 2006), filing the confirmation statement (s.853A CA 2006), notifying changes in membership and registered office (s.9 LLPA 2000 and related provisions), responding to any Companies House strike-off notice under the Companies Act 2006, and — since 18 November 2025 — coordinating the identity verification of every LLP member with Companies House under the ECCTA 2023 regime.
ECCTA 2023 and the Live IDV Regime
The Economic Crime and Corporate Transparency Act 2023 applied to 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 being appointed, and existing members have a 12-month transition window aligned with their next confirmation statement filing date. Where an LLP member is a body corporate, the director of that corporate must complete IDV. Failure renders subsequent acts in the name of the LLP open to challenge and exposes the Designated Members to s.853L CA 2006 (as applied to LLPs) offences.
Failure to Prevent Fraud — s.199 ECCTA 2023
Since 1 September 2025, the failure-to-prevent-fraud offence under s.199 ECCTA 2023 has been live for 'large organisations' — bodies (including LLPs) that meet at least two of: 250+ employees, £36m+ turnover, £18m+ balance sheet. A 'large' UK LLP is criminally liable where an associated person commits a specified fraud offence (including fraud by false representation, fraud by abuse of position, false accounting, and cheating the public revenue) intending to benefit the LLP, unless the LLP can prove it had 'reasonable fraud-prevention procedures' in place under the Home Office guidance published 6 November 2024. This template enables the fraud-prevention procedures flag so the LLP can evidence its compliance posture in any subsequent investigation.
Salaried Members and the s.863A ITTOIA 2005 PAYE Trap
Even though an LLP is tax-transparent under Part 9 of the Income Tax (Trading and Other Income) Act 2005 — Members taxed individually on their share of profit, not through PAYE — section 863A ITTOIA 2005 disapplies that transparency for a so-called 'salaried member' who meets all three conditions: at least 80% of their reward is disguised salary; they have no significant influence over the LLP's affairs; and their capital contribution is less than 25% of their disguised salary. Such Members are taxed as employees, the LLP must operate PAYE and pay Class 1 NIC, and they are workers for whistleblowing purposes following Bates van Winkelhof v Clyde & Co [2014] UKSC 32. The template's Salaried Member tier surfaces this trap and prompts the LLP to confirm capital level and influence before defaulting to LLP-transparent treatment.
Restrictive Covenants on LLP Members — Tillman, Nordenfelt and the 2025 Reform
Restrictive covenants on a UK LLP member are governed by the common law restraint of trade doctrine — Nordenfelt v Maxim Nordenfelt Guns & Ammunition Co [1894] AC 535 — and assessed for reasonableness in scope, duration and geography against the LLP's legitimate interests in goodwill, confidential information and stable workforce. Tillman v Egon Zehnder [2019] UKSC 32 confirmed the modern blue-pencil severance test: courts may sever an unreasonable element while preserving the rest if the words can be deleted without rewriting and the agreement still makes sense. The UK Government's 2025-26 working paper on a three-month statutory cap on non-compete clauses targets EMPLOYMENT non-competes; the consultation has not extended to LLP members or partners in a partnership, and the 12-24 month UK mid-market norm for senior LLP members remains enforceable subject to Nordenfelt-Tillman scrutiny.
Frequently Asked Questions
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