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Limited Liability Partnership Agreement for United Arab Emirates

Limited Liability Partnership Agreement Template for United Arab Emirates

A comprehensive legal agreement governed by UAE law that establishes and regulates a Limited Liability Partnership (LLP) between two or more partners. This document sets out the terms and conditions for the partnership's operation, including capital contributions, profit sharing, management structure, and partner obligations, all in compliance with UAE Federal Law No. 2 of 2015 (Commercial Companies Law) and its amendments. The agreement includes specific provisions for partner liability protection, decision-making processes, and dispute resolution mechanisms while adhering to UAE commercial regulations and local emirate requirements.

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What is a Limited Liability Partnership Agreement?

The Limited Liability Partnership Agreement is a foundational document used when establishing a professional partnership business structure in the UAE. It provides the legal framework for partners to conduct business while limiting their personal liability, in accordance with UAE Federal Law No. 2 of 2015 and its amendments. This agreement is particularly suitable for professional service firms where partners want to combine resources and expertise while maintaining individual liability protection. The document covers essential aspects such as capital contributions, profit sharing, management rights, decision-making processes, and partner obligations. It must comply with UAE commercial regulations and may require additional provisions based on specific emirate requirements or free zone regulations where applicable. The agreement serves as the primary governing document for the partnership's operations and partner relationships throughout the business lifecycle.

What sections should be included in a Limited Liability Partnership Agreement?

1. Parties: Identification and details of all partners forming the LLP

2. Background: Context of the partnership formation and brief description of the business purpose

3. Definitions: Defined terms used throughout the agreement

4. Partnership Formation: Details of partnership establishment, name, registered office, and term

5. Business Purpose: Detailed description of partnership's business activities and objectives

6. Capital Contributions: Initial and subsequent capital contributions by partners

7. Partnership Interests: Partners' ownership percentages and rights

8. Management Structure: Management arrangements, appointment of managers, and decision-making processes

9. Partners' Rights and Obligations: Detailed rights, duties, and responsibilities of partners

10. Profit and Loss Distribution: Method and timing of profit/loss allocation among partners

11. Banking and Financial Matters: Banking arrangements, accounting practices, and financial management

12. Transfer of Partnership Interests: Rules regarding transfer of partnership interests and admission of new partners

13. Partner Exit Provisions: Procedures for partner withdrawal, retirement, or death

14. Termination and Dissolution: Circumstances and procedures for partnership termination and dissolution

15. Governing Law and Jurisdiction: Confirmation of UAE law application and jurisdiction

16. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

What sections are optional to include in a Limited Liability Partnership Agreement?

1. Non-Competition and Confidentiality: Restrictions on partners' competitive activities and confidentiality obligations, included when specific business protection is required

2. Intellectual Property Rights: Provisions regarding ownership and use of IP, included when IP is relevant to the business

3. Islamic Finance Compliance: Specific provisions ensuring Shariah compliance, included when partners require Islamic finance principles

4. Dispute Resolution: Detailed dispute resolution procedures, included when partners want specific resolution mechanisms beyond court litigation

5. Partner Deadlock: Procedures for resolving partnership deadlocks, included when equal partnership structures exist

6. Foreign Ownership Provisions: Specific provisions relating to foreign ownership requirements, included when foreign partners are involved

7. Additional Capital Contributions: Procedures for requiring additional capital, included when future capital needs are anticipated

What schedules should be included in a Limited Liability Partnership Agreement?

1. Schedule 1 - Partner Information: Detailed information about each partner, including contact details and initial capital contributions

2. Schedule 2 - Business Plan: Initial business plan and projected financials

3. Schedule 3 - Property and Assets: List of partnership property and assets contributed by partners

4. Schedule 4 - Initial Capital Contributions: Detailed breakdown of each partner's initial capital contribution

5. Schedule 5 - Management Procedures: Detailed procedures for management meetings and decision-making

6. Appendix A - Trade License: Copy of partnership trade license and registration documents

7. Appendix B - Power of Attorney: Standard form of power of attorney for partnership matters

8. Appendix C - Bank Account Details: Partnership bank account information and signing authorities

Authors

Alex Denne

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

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions













































Clauses









































Relevant Industries

Professional Services

Legal Services

Accounting and Audit

Management Consulting

Architecture and Design

Engineering Services

Medical Practices

Real Estate Services

Financial Advisory

Technology Consulting

Business Advisory

Marketing and Communications

Relevant Teams

Legal

Finance

Compliance

Risk Management

Corporate Secretariat

Business Development

Operations

Board of Directors

Executive Leadership

Corporate Governance

Relevant Roles

Managing Partner

Senior Partner

Partner

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

General Counsel

Legal Director

Corporate Secretary

Business Development Director

Finance Manager

Compliance Officer

Risk Manager

Managing Director

Board Member

Operations Director

Industries








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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