Partnerships & Limited Liability Partnerships (LLPs)

Running a business with other owners requires more than a shared understanding. Questions around decision-making, profit sharing, responsibilities, retirement, and succession can become increasingly important as a business grows. Without a clear partnership agreement or LLP agreement in place, important issues may be left to default legal rules that do not reflect how the business actually operates or what the partners or members intended.

Our corporate solicitors advise partnerships and LLPs across England and Wales on the agreements that underpin successful working relationships. We help partners and members put clear structures in place that provide certainty for everyone involved.

We work with accountants, tax advisers, funders, and other professional advisers where required so that the legal structure supports the wider commercial and tax objectives.

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Corporate & Commercial Lawyers in London, Sussex & Surrey

LONDON: 020 4524 9436 | SUSSEX: 01273 956 270 | SURREY: 01252 471 211

Supporting Partnerships & LLPs at every stage

We advise on a wide range of related matters including:

Partnership and LLP agreements
Profit sharing and management arrangements
New partners and member exits
Retirement and succession planning
Partnership and LLP disputes
Capital contributions and drawings
Voting rights and decision-making procedures
Restrictive covenants and confidentiality obligations
Expulsion, compulsory retirement, and leaver provisions
Goodwill, valuation, and buy-out arrangements
Conversion from a partnership to an LLP
Governance, reserved matters, and management committees

Partnership & LLP Agreements

Many businesses operate for years on the basis of informal arrangements before discovering that important issues have never been properly addressed. This can create uncertainty around ownership, profit entitlement, decision-making authority, capital contributions, retirement rights, and what should happen if a partner or member wants to leave.

Our specialist solicitors draft and review partnership and LLP agreements that reflect how a business actually operates, providing clarity for partners and helping to reduce the risk of disputes in the future.

These agreements can cover:

Profit shares
Capital accounts
Drawings
Management responsibilities
Voting rights
Partners’ duties
Holiday and sickness absence
Restrictive covenants
Retirement
Expulsion
Death or incapacity
Dispute resolution
Dissolution

Clear documentation is particularly important where partners or LLP members contribute different levels of capital, time, expertise, client relationships, or management responsibility.

Profit Sharing & Management Arrangements

As businesses develop, questions often arise around workloads, management responsibilities, profit allocation, and decision-making authority. These issues can become more difficult where some partners are more involved in management or where there are different expectations about future growth and reinvestment.

Clear arrangements can help avoid misunderstandings and ensure everyone understands their role within the business. We advise on structures that are tailored to the needs of the partnership and the individuals involved.

New Partners & Member Exits

Bringing a new partner into a business or dealing with the departure of an existing member can have significant implications for profit sharing and management arrangements.

We help businesses establish clear processes for admissions, departures, and transitions, ensuring changes can be managed smoothly without creating uncertainty for those who remain. We advise on:

Admission agreements
Deeds of adherence
Capital contributions
Changes to profit shares
Repayment of capital
Handover obligations
Client transition arrangements
Restrictive covenants
Valuation provisions
Goodwill on exit

Retirement & Succession Planning

Many partnerships and LLPs rely heavily on the experience, relationships, and expertise of long-standing partners. Planning for retirement or succession at an early stage can help avoid disruption and provide greater certainty for the future of the business. Where succession is not properly planned, the departure of a key partner or LLP member may affect client relationships, funding arrangements, and the ability of the business to continue operating effectively.

We advise on arrangements that support orderly transitions while protecting the interests of both the business and the individuals involved.

Partnership & LLP Disputes

Disagreements can arise in any business relationship, especially when there are differing expectations around responsibilities, remuneration, or the future direction of the business.

Our solicitors advise partners and LLP members on resolving disputes efficiently and preserving value wherever possible, while providing clear advice on the options available if formal action becomes necessary. Partnership and LLP disputes may involve:

Alleged breaches of duty
Exclusion from management
Misuse of business assets
Profit entitlement disputes
Compulsory retirement
Expulsion
Restrictive covenants
Business deadlock
Valuation disagreements
Dissolution

Where possible, we seek to resolve disputes through negotiation, mediation, or agreed exit arrangements, but we can also advise on formal proceedings where required.

Our Corporate & Commercial Team

Jeremy Saideman

Carl Robinson

R

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