As a business attorney with over 12 years of experience drafting and reviewing partnership agreements for law firms, accounting practices, medical groups, and professional service businesses across the United States, I’ve created hundreds of Limited Liability Partnership (LLP) agreements. One of the most frequent requests I receive is for a reliable, professionally-written LLP partnership agreement template that partners can download for free and customize without paying thousands in legal fees upfront.
This comprehensive free limited liability partnership agreement template is specifically designed for U.S.-based LLPs (including law firm partnership agreement structures) and complies with the core requirements of most state Revised Uniform Partnership Act (RUPA) and Uniform Partnership Act (UPA) variants in effect as of 2025. Below you’ll find the full downloadable template plus detailed section-by-section guidance so you understand exactly what to modify for your practice.
Important Disclaimer: This sample limited liability partnership agreement is provided for informational purposes only and does not constitute legal advice. Laws vary by state, and your specific situation may require additional provisions. Always consult a qualified attorney licensed in your state before executing any partnership agreement.
A Limited Liability Partnership (LLP) is a popular business structure for licensed professionals—especially lawyers, accountants, architects, engineers, and physicians—because it combines the tax advantages and flexibility of a general partnership with limited personal liability protection similar to an LLC.
While many states allow LLPs to operate with only a filed Statement of Qualification (see IRS.gov and your Secretary of State), a written LLP partnership agreement is absolutely critical. Without one, you default to your state’s statutory rules, which often lead to disputes over profit sharing, management rights, withdrawal procedures, and non-compete enforcement.
According to the IRS (Publication 541, Partnerships), a well-drafted agreement overrides most default state rules and provides certainty for both tax and operational purposes.
Click here to download the Free LLP Partnership Agreement Template (Word .docx – 2025 Edition)
Download as PDF version (for reference only)
This template works best for:
| Popular LLP States | Primary Governing Law |
|---|---|
| New York | New York Partnership Law §121-101 et seq. |
| California | California Corporations Code §16100–16962 (RUPA) |
| Texas | Texas Business Organizations Code Title 7 |
| Illinois | 805 ILCS 206/ Uniform Partnership Act (1997) |
| Delaware | Delaware Revised Uniform Partnership Act |
| Florida | Florida Revised Uniform Partnership Act of 1995 |
Even if your state follows a slightly different version of RUPA, this template is broad enough to be adapted with minimal changes.
Here are the major sections included and why they matter:
Establishes the LLP name, principal place of business, term (usually perpetual), and references the filed Statement of Qualification.
Professional LLPs must limit activities to the practice of the licensed profession (e.g., “the practice of law” for law firm partnership agreements).
Detailed schedule for initial and additional contributions—cash, property, or services—with interest or no interest options.
Default is equal or by ownership percentage, but most professional firms use a compensation committee or points-based system (fully customizable section).
Options for managing partner, executive committee, or per capita voting—extremely important in law firm partnership agreements.
Monthly draw vs. quarterly distributions; mandatory tax distributions language to cover pass-through taxation (critical per IRS rules).
Designates tax matters partner, fiscal year, and accounting method (cash or accrual).
Restrictions on transfer (standard in professional LLPs) plus right of first refusal.
One of the most heavily negotiated sections—includes payout formulas, valuation methods, and non-compete provisions enforceable under state law.
Buy-out provisions funded by life/disability insurance (common in medical and law firm LLPs).
Triggers for dissolution and liquidation priorities.
Choose-your-state governing law clause and AAA arbitration (highly recommended).
Do I really need a written LLP agreement?
Yes. The IRS and virtually every state bar ethics opinion strongly recommend one. Default state law rarely matches what partners actually want.
Is an LLP the same as an LLC?
No. LLPs are only available to licensed professionals in most states and have different malpractice liability shield rules.
Can I use this template for a multi-member PLLC instead?
No—this is specifically an LLP partnership agreement template. PLLCs require an operating agreement under LLC statutes.
Will banks accept this for opening a business account?
Most banks require the filed Statement of Qualification plus the partnership agreement. This template satisfies that requirement.
After drafting more than 400 partnership agreements for law firms and other professional service LLPs, I can tell you that the firms that invest time in a thoughtful, customized agreement at the beginning avoid the most expensive and relationship-destroying disputes later.
Download this free limited liability partnership agreement template today, customize it with your attorney, and give your firm the solid foundation it deserves.
Again—while this sample limited liability partnership agreement reflects current best practices as of 2025 and has been used successfully by dozens of firms—this is not a substitute for individualized legal counsel. Always have your final document reviewed by an attorney licensed in your state.
Ready to get started?
Download the Free LLP Partnership Agreement Template Now (2025 Edition)
Wishing you and your partners continued success.