LLP Operating Agreement Template for Australia

An LLP Operating Agreement is a comprehensive legal document that establishes and governs the operation of a Limited Liability Partnership under Australian law. It sets out the rights, responsibilities, and relationships between partners, defines the partnership's management structure, and establishes procedures for business operations, profit sharing, decision-making, and dispute resolution. The agreement ensures compliance with Australian partnership legislation while providing flexibility for professional service firms to operate with limited liability protection for their partners.

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What is a LLP Operating Agreement?

The LLP Operating Agreement serves as the foundational document for professional partnerships seeking to operate under the limited liability partnership structure in Australia. This document is essential when establishing a new LLP or updating the governance structure of an existing partnership. It comprehensively addresses partner relationships, capital contributions, management rights, profit sharing, and operational procedures while ensuring compliance with Australian partnership legislation and relevant state/territory regulations. The agreement is particularly crucial for professional service firms seeking to balance collaborative partnership with liability protection, incorporating both mandatory legislative requirements and customizable elements to suit specific business needs.

What sections should be included in a LLP Operating Agreement?

1. Parties: Identifies all initial partners and the partnership entity

2. Background: Explains the context and purpose for establishing the LLP

3. Definitions and Interpretation: Defines key terms and interpretation rules used throughout the agreement

4. Formation and Name: Details of partnership establishment, business name, and registration

5. Partnership Purpose and Scope: Defines the business objectives and permitted activities

6. Term and Commencement: Specifies the partnership duration and start date

7. Capital Contributions: Details initial and ongoing capital contribution requirements

8. Partnership Interests: Defines ownership percentages and partnership units

9. Profits and Losses: Explains profit sharing and loss allocation mechanisms

10. Management Structure: Outlines management roles, voting rights, and decision-making processes

11. Partner Rights and Obligations: Details partners' duties, rights, and responsibilities

12. Meetings and Resolutions: Procedures for partner meetings and decision-making

13. Financial Management: Covers accounting practices, distributions, and financial reporting

14. Transfer of Partnership Interests: Rules for transferring ownership interests

15. Admission of New Partners: Procedures for admitting additional partners

16. Withdrawal and Retirement: Process for partner withdrawal or retirement

17. Dissolution and Winding Up: Circumstances and procedures for partnership dissolution

18. Dispute Resolution: Mechanisms for resolving partner disputes

19. General Provisions: Standard legal provisions including notices, amendments, and governing law

What sections are optional to include in a LLP Operating Agreement?

1. Intellectual Property Rights: Addresses IP ownership and usage when the partnership deals with significant intellectual property

2. Non-Competition and Confidentiality: Detailed restrictions on partner competition and information handling for professional service partnerships

3. Insurance Requirements: Specific insurance obligations when required by industry or risk profile

4. International Operations: Additional provisions for partnerships operating across multiple jurisdictions

5. Technical Services Agreement: For partnerships providing specialized technical services

6. Professional Standards: For regulated professions or industries with specific compliance requirements

7. Employee Partnership Track: Details progression path for employees to become partners

8. Special Purpose Vehicles: Provisions for creating and managing subsidiary entities

What schedules should be included in a LLP Operating Agreement?

1. Schedule 1: Partner Details: Complete information about initial partners including contact details and professional qualifications

2. Schedule 2: Capital Contributions: Detailed breakdown of each partner's initial and committed capital contributions

3. Schedule 3: Partnership Interest Register: Current register of partnership interests and ownership percentages

4. Schedule 4: Management Structure: Detailed organizational chart and management responsibilities

5. Schedule 5: Approved Business Plan: Initial business plan and strategic objectives

6. Schedule 6: Distribution Policy: Detailed profit distribution and drawing policies

7. Appendix A: Partnership Policies: Key operational policies and procedures

8. Appendix B: Forms and Notices: Standard forms for partnership administration

Authors

Alex Denne

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

Jurisdiction

Australia

Publisher

Genie AI

Document Type

Operating Agreement

Cost

Free to use

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