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Professional Limited Liability Company Operating Agreement for the United Kingdom

Professional Limited Liability Company Operating Agreement Template for England and Wales

A Professional Limited Liability Company Operating Agreement under England and Wales law is a comprehensive legal document that establishes the framework for operating a professional services LLP. It governs the relationships between members, management structure, profit sharing, professional standards, and operational procedures while ensuring compliance with both company law and relevant professional regulations. This document is crucial for professional service firms seeking to operate under the LLP structure while maintaining professional standards and protecting members' interests.

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Professional Limited Liability Company Operating Agreement

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What is a Professional Limited Liability Company Operating Agreement?

The Professional Limited Liability Company Operating Agreement is essential for professional service providers establishing an LLP structure in England and Wales. This document becomes necessary when two or more professionals wish to form a practice together while benefiting from limited liability protection and maintaining professional standards. It includes crucial provisions for governance, capital contributions, profit sharing, professional requirements, and member obligations. The agreement must comply with the Limited Liability Partnerships Act 2000 and relevant professional body regulations while providing a clear framework for business operations and member relationships.

What sections should be included in a Professional Limited Liability Company Operating Agreement?

1. Parties: Identification and details of all members of the LLP

2. Background: Context and purpose of establishing the professional LLP

3. Definitions: Key terms used throughout the agreement

4. Business of the LLP: Description of professional services provided and scope of business

5. Capital Contributions: Details of members' initial and ongoing capital contributions

6. Management Structure: Governance framework and decision-making processes

7. Profit and Loss Sharing: Distribution of profits and allocation of losses

8. Professional Standards: Requirements for maintaining professional qualifications and standards

What sections are optional to include in a Professional Limited Liability Company Operating Agreement?

1. Intellectual Property Rights: IP ownership and protection provisions (used when IP is significant to the business)

2. International Practice: Provisions for international operations (used for firms operating across jurisdictions)

3. Succession Planning: Provisions for future leadership transition (used for established firms planning long-term continuity)

What schedules should be included in a Professional Limited Liability Company Operating Agreement?

1. Schedule 1 - Member Details: Complete information about all members including qualifications

2. Schedule 2 - Capital Contributions Schedule: Detailed breakdown of members' capital contributions

3. Schedule 3 - Professional Indemnity Insurance: Insurance details and coverage requirements

4. Schedule 4 - Profit Sharing Formula: Detailed calculation method for profit distribution

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok成人版 | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Document Type

Operating Agreement

Sector

Sales

Cost

Free to use
Relevant legal definitions














































Clauses







































Industries

Companies Act 2006: Primary legislation governing company formation and operation in the UK, including statutory duties of directors, company formation procedures, and corporate governance requirements

Limited Liability Partnerships Act 2000: Core legislation establishing the legal framework for Limited Liability Partnerships in England and Wales

Limited Liability Partnerships Regulations 2001: Detailed regulatory framework specifying operational requirements and procedures for LLPs

Professional Body Regulations: Specific regulations from relevant professional governing bodies that regulate professional conduct and practice standards

Partnership Act 1890: Historic legislation providing foundational partnership principles that may apply by reference to LLPs

Business Names Act 1985: Legislation governing the use and registration of business names

Financial Services and Markets Act 2000: Regulatory framework for financial services firms and markets, applicable if the LLP operates in financial services

Data Protection Act 2018: UK's implementation of data protection requirements, including UK GDPR provisions

Money Laundering Regulations 2017: Anti-money laundering requirements applicable to regulated businesses and professional services firms

Income Tax Act 2007: Primary legislation governing income tax obligations and treatment for LLP members

Corporation Tax Act 2010: Legislation governing corporate tax obligations, which may be relevant for certain LLP structures

Employment Rights Act 1996: Core employment legislation governing rights of employees and workers within the LLP

Equality Act 2010: Legislative framework ensuring non-discrimination and equal treatment in employment and service provision

Teams

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