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Partnership and LLP Agreements

Structuring Business Relationships

Guiding you through partnership and LLP agreements

Partnerships and Limited Liability Partnerships (LLPs) are popular business structures for professional practices and small to medium-sized enterprises. A well-drafted partnership or LLP agreement provides a clear framework for how the business will operate, defining the rights and obligations of the partners, profit-sharing arrangements, decision-making processes and what happens when circumstances change.

Without a clear partnership or LLP agreement, businesses may be subject to default statutory rules that do not reflect the commercial intentions of the partners. This can create uncertainty over important issues such as management responsibilities, financial contributions, distributions and the admission or departure of partners, potentially leading to disputes and operational difficulties.

At Ellis-Fermor & Negus, our experienced corporate and commercial team advises clients across the East Midlands and beyond on drafting, reviewing and updating partnership and LLP agreements. We help partners establish arrangements that reflect how they actually want their business to operate, while identifying potential areas of disagreement before they become problems.

We can advise on profit sharing, voting and decision-making, partner responsibilities, capital contributions, retirement and admission of partners, transfers of interests and exit arrangements, as well as provisions dealing with disputes and the future development of the business.

Whether you are establishing a new partnership or LLP, reviewing an existing agreement or dealing with a change in the partnership, we can help protect the business and the interests of those involved.

 

Have a question? Jump to our FAQs ↓

 

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‘Excellent response times from Charlotte all supported by a very competent team at EFN. Having used EFN for many years, I couldn’t recommend their services highly enough, excellent!’

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Why choose Ellis-Fermor & Negus?

Experienced corporate/commercial lawyers specialising in partnerships and LLPs.

Expertise in drafting bespoke agreements for SMEs, family businesses, and professional firms.

Practical guidance on statutory compliance, risk management, and dispute prevention.

Support in execution, ongoing review, and updating agreements.

Trusted advisers across the East Midlands.

Meet the team

Smiling female solicitor wearing an orange blazer, representing Ellis-Fermor & Negus, a solicitors' firm in the East Midlands.

Charlotte Stojak

Charlotte joined the firm in 2024 and was appointed Head of Department for Corporate in April 2025. Charlotte qualified as a Solicitor in 2015, after studying Law (LLB) at Derby University and the Legal Practice Course at Staffordshire University. Charlotte has worked at a number of large law firms, gaining invaluable experience and exposure. Charlotte’s…

0115 972 5222

charlotte.stojak@ellis-fermor.co.uk

Charlotte Stojak is based at our Long Eaton Office.

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Jennifer Geary

Jennifer grew up in Long Eaton and first worked for Ellis-Fermor & Negus during her University summer holidays in 2003. She graduated from Derby University in 2004 with a Law Degree and returned the same summer to Ellis-Fermor & Negus as an Assistant to David Negus in the Commercial and Litigation Department to complete her…

01159 835 221

jennifer.geary@ellis-fermor.co.uk

Jennifer Geary is based at our Long Eaton Office.

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Frequently Asked Questions

Partnerships and LLPs are governed by statutory frameworks (the Partnership Act 1890 and the Limited Liability Partnerships Act 2000), but these default rules may not suit your business. Professional legal guidance ensures:

  • Customised Profit Sharing – Allocating profits fairly and in line with contributions and expectations.
  • Decision-Making Clarity – Specifying voting rights, quorum requirements, and reserved matters.
  • Exit and Succession Planning – Rules for retirement, death, or expulsion of a partner.
  • Dispute Resolution – Mechanisms to resolve conflicts without disrupting the business.
  • Capital Contributions and Borrowing – How funds are injected, and loans managed.
  • Protection of Intellectual Property – Ensuring intellectual property created by partners is properly owned.

Without legal advice, disputes can escalate, and partners may face personal liability for business obligations.

A partnership or LLP agreement is a legally binding contract between all partners or members that sets out:

  • Profit and loss allocation.
  • Management and decision-making procedures.
  • Roles, responsibilities, and obligations.
  • Procedures for joining or leaving the partnership.
  • Capital contributions and borrowing rights.
  • Dispute resolution mechanisms.

It is essential for:

  • Professional services firms (such as law, accounting, architecture, consultancy).
  • SMEs with multiple owners.
  • Family businesses operating as partnerships.
  • LLPs seeking limited liability protection while maintaining flexible management.

Profit and Loss Sharing

  • Allocate profits according to contribution, capital, or agreed formula.
  • Define treatment of losses and tax obligations.

Management and Decision-Making

  • Voting rights and quorum for decisions.
  • Reserved matters requiring unanimous or majority consent.
  • Appointment of managing partners or designated members.

Partner Exit and Succession

  • Procedures for retirement, death, or expulsion.
  • Buyout mechanisms and valuation methods.
  • Non-compete and confidentiality provisions.

Capital and Financing

  • Partner contributions and additional funding.
  • Rights and obligations regarding loans or guarantees.
  • Treatment of capital accounts.

Dispute Resolution

  • Mediation or arbitration clauses.
  • Processes to resolve disagreements without litigation.
  • Provisions for deadlock situations.

Step 1: Initial Consultation

  • Understand the business structure, objectives, and ownership dynamics.
  • Identify potential risks or points of conflict.
  • Assess statutory default rules and whether they suit the business.

Step 2: Structuring the Agreement

  • Draft bespoke profit-sharing, decision-making, and exit clauses.
  • Address capital contributions, borrowing, and intellectual property rights.
  • Include dispute resolution and non-compete provisions.

Step 3: Review and Negotiation

  • Negotiate clauses to ensure all parties are comfortable.
  • Align with existing contracts, shareholders’ agreement, or employment contracts.

Step 4: Execution and Ongoing Review

  • Assist and advise on the signing of the agreement.
  • Advice on the implementation of procedures for management and accounting purposes.
  • Review periodically to reflect changes in the business or partnership (as required).

1. Default Statutory Rules – Partners unaware that statutory rules may override informal arrangements.

2. Disputes Over Profits – Lack of clarity on allocation or treatment of losses.

3. Exit Conflicts – Disagreements over buyout terms or valuation.

4. Decision-Making Deadlock – No agreed process for resolving conflicts.

5. Intellectual Property Ownership Issues – Unclear ownership of work created by partners.

Our team proactively address these challenges to minimise risk and ensure smooth operations.

Yes. Without a written agreement, statutory default rules apply, which may not reflect the partners’ intentions.

Yes. Agreements can be amended with the consent of all partners.

Yes, LLP members generally have limited liability for the LLP’s obligations, unlike traditional partnerships.

A well-drafted agreement includes mediation, arbitration, or internal resolution procedures but depends on each business’ circumstances and risk appetite.

The agreement should specify buyout mechanisms, valuation methods, and exit procedures.

A clear partnership or LLP agreement protects your business, defines roles, and prevents disputes. Our lawyers provide tailored, practical advice and drafting support.

Phone: 0115 972 5222 • Contact form: ellis-fermor.co.uk/contact-us

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