Professional LLC Operating Agreement for the United Kingdom

Professional LLC Operating Agreement Template for England and Wales

A comprehensive legal document governed by English and Welsh law that establishes the operational framework for a professional limited liability partnership. It defines the rights, responsibilities, and relationships between members, including management structure, profit-sharing arrangements, and decision-making processes. The agreement ensures compliance with UK partnership laws while protecting members' interests and maintaining professional standards.

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What is a Professional LLC Operating Agreement?

The Professional LLC Operating Agreement, while termed using US nomenclature, is adapted for use under English and Welsh law as a Limited Liability Partnership (LLP) agreement. This document is essential when establishing a professional services firm where members wish to combine the benefits of limited liability with partnership flexibility. It's particularly relevant for regulated professional services, incorporating specific provisions required by UK regulatory bodies. The agreement covers crucial aspects such as governance, capital contributions, profit sharing, member obligations, and exit provisions, while ensuring compliance with the Limited Liability Partnerships Act 2000 and related regulations.

What sections should be included in a Professional LLC Operating Agreement?

1. Parties: Identification of all members/parties to the LLP agreement

2. Background: Context and purpose of the LLP formation

3. Definitions: Key terms used throughout the agreement

4. Business of the LLP: Nature and scope of professional services

5. Capital Contributions: Initial and ongoing capital requirements

6. Management Structure: Governance and decision-making processes

7. Members' Rights and Obligations: Core duties, rights, and responsibilities

8. Profit Sharing: Distribution of profits and losses

9. Exit Provisions: Retirement, resignation, and expulsion procedures

What sections are optional to include in a Professional LLC Operating Agreement?

1. Intellectual Property Rights: IP ownership and protection provisions - include when IP is significant to the business

2. Non-Competition Provisions: Restrictions on competitive activities - include when protecting business interests from member competition

3. International Operations: Cross-border business provisions - include when operating internationally

What schedules should be included in a Professional LLC Operating Agreement?

1. Schedule 1 - Initial Capital Contributions: Detailed breakdown of members' capital inputs

2. Schedule 2 - Members' Details: Complete member information and contact details

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

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

5. Schedule 5 - Voting Rights: Specific voting mechanisms and thresholds

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 | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Publisher

Genie AI

Document Type

Operating Agreement

Sector

Sales

Cost

Free to use
Relevant legal definitions
Clauses
Industries

Limited Liability Partnerships Act 2000: Primary legislation establishing the framework for LLP formation and operation, including members' rights and duties and limited liability provisions

Limited Liability Partnerships Regulations 2001: Secondary legislation detailing specific rules on LLP registration, administrative requirements, and filing obligations

Companies Act 2006: Key corporate legislation with certain provisions applying to LLPs, covering corporate governance, director/member duties, and documentation requirements

Partnership Act 1890: Foundational partnership law establishing basic partnership principles, member relationships, and default provisions where relevant to LLPs

Professional Industry-Specific Regulations: Regulatory requirements specific to the professional sector (e.g., SRA rules for law firms, FCA regulations for financial services)

Data Protection Act 2018 and UK GDPR: Data protection legislation governing data handling requirements and privacy provisions for business operations

Money Laundering Regulations 2017: Anti-money laundering legislation establishing compliance requirements and due diligence obligations for regulated sectors

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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