Limited Liability Agreement Template for England and Wales

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Key Requirements PROMPT example:

Limited Liability Agreement

"I need a Limited Liability Agreement for a new tech startup with three founding members, where two members are contributing capital and one is contributing intellectual property, with operations starting March 2025."

Document background
The Limited Liability Agreement serves as a fundamental document for businesses seeking to operate with protected personal liability under English and Welsh law. It is essential for companies looking to establish clear boundaries between personal and business assets, while defining operational frameworks and member responsibilities. This agreement is particularly crucial when multiple parties are involved in business ownership or when significant capital investments are at stake. The document typically includes provisions for governance, profit distribution, dispute resolution, and exit strategies, all while maintaining compliance with the Companies Act 2006 and related legislation.
Suggested Sections

1. Parties: Identification and details of all contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Scope of Limited Liability: Extent and limitations of liability protection

5. Management Structure: Governance and decision-making framework

6. Capital Contributions: Financial commitments of parties

7. Profit and Loss Distribution: Framework for sharing financial outcomes

8. Term and Termination: Duration and exit provisions

Optional Sections

1. Intellectual Property Rights: Required when IP assets are involved - covers IP ownership and usage rights

2. Non-Competition: Required when protecting business interests from internal competition - covers restrictions on competitive activities

3. Insurance Requirements: Required when specific risks need coverage - specifies mandatory insurance coverage

4. Dispute Resolution: Required when specific dispute mechanisms are needed - details process for handling disagreements

Suggested Schedules

1. Schedule 1: Member Details: Complete information about all members

2. Schedule 2: Capital Contributions: Detailed breakdown of financial commitments

3. Schedule 3: Business Plan: Initial business objectives and strategies

4. Appendix A: Voting Rights: Detailed voting procedures and rights

5. Appendix B: Asset Register: List of company assets and their allocation

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

Relevant legal definitions
Clauses
Industries

Companies Act 2006: Primary legislation governing company operations in the UK, including provisions for limited liability companies, directors' duties, and company formation requirements

Limited Liability Partnerships Act 2000: Legislation specifically governing the formation and operation of Limited Liability Partnerships (LLPs) in the UK

Partnership Act 1890: Foundational legislation establishing general partnership principles that may still apply to modern business structures

Contracts (Rights of Third Parties) Act 1999: Legislation governing how third parties may enforce terms of a contract to which they are not directly a party

Unfair Contract Terms Act 1977: Legislation regulating unfair terms in contracts, ensuring terms are reasonable and enforceable

Consumer Rights Act 2015: Legislation protecting consumer rights and governing business-to-consumer contracts

Common Law Contract Principles: Fundamental legal principles governing contract formation including offer, acceptance, consideration, and intention to create legal relations

Financial Services and Markets Act 2000: Legislation regulating financial services activities and markets in the UK

Data Protection Act 2018 and UK GDPR: Legislation governing the processing and protection of personal data in the UK

Money Laundering Regulations 2017: Regulations implementing anti-money laundering controls and compliance requirements

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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