LLPs are a popular choice for accountants, lawyers, solicitors, and architects all over the world. It enables them to collaborate among themselves without burdening them with unnecessary risks. As a result, there are numerous advantages to forming a Limited Liability Partnership, which include:
While LLPs are highly valued for their adaptability, several factors must still be considered while drafting an LLP Agreement. With each partner contributing differently towards the LLP, in terms of capital, social networking, and other professional skills, an LLP Agreement must contain certain essential clauses that can help the partners in avoiding conflicts and disagreements in the future. Given below are some essential clauses that an LLP Agreement must contain:
The Definition Clause, which is considered the core clause of any professionally drafted LLP agreement, includes the following provisions:
The LLP’s operations is another essential clause that should be included in any LLP agreement. This clause should include all its business activities conducted at all its business locations, as well as the dates on which all the businesses had begun.
The capital contribution of each LLP partner is the third most significant clause. This clause must be stated and specified explicitly. The capital of an LLP is the amount that is invested into the business by its partners. This clause must contain the overall capital contribution to the LLP and the individual contributions by each partner in the LLP.
Before drafting an LLP, partners must mutually agree on their respective rights and responsibilities towards the LLP, and must have them expressly stated in the LLP Agreement. This is to ensure that the LLP runs smoothly and that there are no conflicts or disagreements between the partners during the course of the business. However, if a partner breaches his duties mentioned in the LLP agreement, they will be liable to face legal consequences and may even be expelled from being a partner in the LLP.
Limited Liability Partnership Agreements, in particular, must state the profit and loss sharing among the partners. To make things clearer, the agreement must state the percentage of profit that each partner shall receive, as well as the percentage of loss that each partner shall bear. In some cases, LLP agreements also mention the percentage of interest to be paid on the Capital Contribution of certain partners.
An LLP is only considered fully formed only if the LLP agreement contains a dispute resolution mechanism. Arbitration is the most commonly used dispute resolution mechanism, in which an independent arbitrator negotiates between the conflicting parties to ensure that each party, or in this case each partner is heard and represented fairly. Dispute resolution mechanisms are critical because they allow partners to avoid costly and time-consuming litigation processes for the purpose of resolving large and petty disputes.
While restrictions placed on partners are often viewed skeptically, they can significantly assist a business in remaining profitable, in case a partner leaves. A common example of such a restriction is a clause stating that members are not permitted to start a competing business after leaving the LLP. Believe it or not, these are just as important to the LLP’s stability as any other clause.
LLPs could be created for a specific purpose or project and thus have a specific duration of existence, usually till the time the project is completed or the purpose is fulfilled. In the absence of such a specific purpose, the duration of existence might be indefinite. The duration clause of an LLP Agreement mentions the duration of existence of the LLP, whether fixed or indefinite.
Indemnity is the protection that the partners receive against financial losses. An indemnity clause should be included in an LLP agreement with the purpose of shielding the partners from risks, liabilities, or losses incurred on the LLP during its normal course of operations. Members must also mutually agree to indemnify the partnership against losses caused by a violation of laws or ethics, according to standard operating procedure.
In a nutshell, LLPs should be considered as a business structure by any business that wishes to operate in an organized, self-contained manner. They help to reduce the risk of unnecessary lawsuits, have limited liability for all partners, and ensure that all issues are handled fairly and efficiently.
As a result, LLPs are a useful business partnership solution for many businesses, particularly those involved in financial planning, legal services, or architecture design. LLPs can be easily set up and offer fantastic functionality with minimal risk, whether you’re just getting started or creating a new avenue of growth.