Company directors owe the seven general duties set out in sections 171 to 177 of the Companies Act 2006. LLP members do not: the Limited Liability Partnerships Act 2000 leaves their duties mainly to the LLP agreement, with only a short list of default duties in regulation 7 of the Limited Liability Partnerships Regulations 2001 where the agreement is silent. On top of that sit a few compliance obligations that apply whatever the agreement says, and extra filing duties for designated members.

Why don’t LLP members owe the same duties as company directors?

Section 170 of the Companies Act 2006 says the general duties in sections 171 to 177 are owed by a director of a company to the company. Those duties cover acting within powers, promoting the success of the company, independent judgment, reasonable care, skill and diligence, avoiding conflicts, not accepting benefits from third parties and declaring interests in proposed transactions. See directors’ duties under the Companies Act for how they work.

An LLP is a body corporate, but it is not a company. Much of the Companies Act 2006 is applied to LLPs by the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009. Those regulations cover names, the registered office, information about members, accounts, charges, unfair prejudice, striking off and offences. They contain no part applying the general duties of directors to members. Instead, section 5(1) of the 2000 Act says the mutual rights and duties of the members, and of the LLP and its members, are governed by agreement or, where there is no agreement on a point, by default rules made in regulations.

The policy is deliberate. An LLP is meant to combine limited liability with the internal flexibility of a partnership, so the members choose their own governance code. The practical result is that a member who has signed nothing may owe surprisingly little, while a member of a large professional LLP may owe far more than any director, because the agreement says so.

What duties apply if there is no LLP agreement?

Regulation 7 of the 2001 Regulations sets out ten default rules. They apply “subject to the provisions of the general law and to the terms of any limited liability partnership agreement”. Three of them are true duties of loyalty:

  • Accounts and information. Each member must render true accounts and full information of all things affecting the LLP to any member or their legal representatives (regulation 7(8)).
  • No competing business. A member who, without the LLP’s consent, carries on a business of the same nature as and competing with the LLP must account for and pay over all profits made in that business (regulation 7(9)).
  • No secret benefits. A member must account to the LLP for any benefit derived without its consent from any transaction concerning the LLP or from any use of its property, name or business connection (regulation 7(10)).

The other defaults are rights rather than duties: equal shares of capital and profits, an indemnity for payments properly made, the right to take part in management, no remuneration for working in the business, unanimity to admit a new member, majority decisions on ordinary business questions and access to the books. Regulation 8 adds that no majority can expel a member unless an express agreement gives that power.

There is no default duty to exercise reasonable care and skill, to promote the success of the business or to devote any particular amount of time to it. Because every member is an agent of the LLP under section 6(1) of the 2000 Act, the general law of agency can still be relevant, but the scope of any wider fiduciary duty depends on the facts and the agreement. That uncertainty is the main reason to write the duties down.

Which obligations apply to every member whatever the agreement says?

Some obligations come from statute and cannot be contracted out of:

  • Identity verification. Regulation 17AA of the 2009 Regulations applies section 167M of the Companies Act 2006 so that an individual must not act as a member of an LLP unless their identity is verified, and the LLP must ensure that an unverified individual does not act. Breach is an offence. Companies House guidance treats members as the equivalent of directors for verification.
  • Disqualification. Regulation 4(2) of the 2001 Regulations applies the Company Directors Disqualification Act 1986 to LLPs, reading references to a director as including a member. See director disqualification.
  • Insolvency. Regulation 5 applies the corporate insolvency parts of the Insolvency Act 1986 to LLPs, again treating members as directors. That brings in wrongful trading under section 214 and, uniquely for LLPs, the withdrawal clawback in section 214A, covered in LLP member clawback on insolvency.
  • Fraudulent trading. Regulation 47 of the 2009 Regulations applies the offence of fraudulent trading to LLPs.

A member can also face a petition for unfair prejudice from another member under section 994 as applied by regulation 48 of the 2009 Regulations, although the members may by unanimous agreement, recorded in writing, exclude that right indefinitely or for a stated period.

What extra duties do designated members have?

Every LLP needs at least two designated members, and if there would otherwise be fewer than two, every member is treated as designated (section 8(2) of the 2000 Act). GOV.UK guidance lists their additional responsibilities: registering the LLP for Self Assessment, registering for VAT where required, appointing an auditor if needed, keeping accounting records, preparing, signing and sending annual accounts to Companies House, sending the confirmation statement, reporting changes and acting for the LLP if it is wound up and dissolved. The guidance warns that designated members can be prosecuted if they do not meet these obligations.

For a private LLP the accounts are due at Companies House nine months after the end of the accounting reference period, under section 442 of the Companies Act 2006 as applied to LLPs by Part 7 of the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008. The filing mechanics are covered in filing LLP changes at Companies House.

How does an LLP agreement add to members’ duties?

Because section 5 makes agreement the primary source of members’ duties, a well drafted LLP agreement usually goes much further than regulation 7. Common additions include:

  • a general duty of good faith owed to the LLP and, sometimes, to the other members;
  • a duty to devote full working time and attention to the business, with permitted outside interests listed;
  • a standard of care, often expressed as acting with the skill expected of a professional in the member’s role;
  • disclosure of conflicts and of any personal interest in a transaction, mirroring the company law duties;
  • confidentiality, and restrictions on competing or soliciting clients and staff after leaving;
  • compliance with professional regulation, the LLP’s policies and anti money laundering procedures;
  • an obligation to contribute to the LLP’s assets on a winding up. This is important because section 74 of the Insolvency Act 1986, as modified for LLPs, makes a member liable to contribute only to the extent they have agreed to do so.

The agreement can also switch off defaults. Most agreements replace equal profit shares, allow fixed profit shares or drawings for working members and set out an expulsion power, which regulation 8 otherwise prevents. Agreements are private documents, so nothing about them is filed at Companies House.

How does this work in practice?

Illustration only. Asha, Ben and Cara form an LLP to run a design studio but never sign an agreement. Ben starts designing websites for his own clients in the evenings. Regulation 7(9) requires him to pay over the profits from that competing work, say £10,000, to the LLP. But if Ben simply did poor work for the LLP’s clients, regulation 7 gives Asha and Cara no express remedy: there is no default duty of care, and they cannot expel him because regulation 8 needs an express power.

Had they signed an agreement with a duty of care, a full time commitment clause and an expulsion power for persistent breach, Asha and Cara could have relied on those terms. The same three people would owe quite different duties purely because of the paperwork.

What mistakes do LLP members commonly make?

  • Assuming director duties apply. Members sometimes assume the Companies Act duties govern them, or assume the opposite, that they owe nothing. Neither is safe without reading the agreement and regulation 7.
  • Never signing an agreement. The defaults give equal shares and no expulsion power, which rarely reflect what members expect. See LLPs explained and partnership agreement clauses, many of which carry across.
  • Forgetting that designated status carries personal exposure. Late accounts and confirmation statements expose designated members to prosecution, not just the LLP to penalties.
  • Ignoring the insolvency rules. Taking profit shares while the LLP is struggling can be reversed under section 214A, even though no director style duty was breached.
  • Acting before identity verification. A new member who starts acting before verifying their identity commits an offence, and so does the LLP if it allows it.

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Reviewed by Christine Anderson, Broker, Solar Protect. Last reviewed 8 October 2026. Part of Accountapedia, the Solar Protect guide to UK tax and accounting. This page is general information, not personalised advice.