Be Wise › Be Contract Wise (Scotland) guides › Partnership or LLP members' agreement

Partnership or LLP members' agreement (Scotland)

A partnership agreement (or, for an LLP, a members' agreement) governs the running of a business owned by its partners or members, covering capital, profit sharing, decision-making, time commitment, admission of new partners and the position when someone leaves. Absent an agreement, default rules fill the gap, which for partnerships are in the Partnership Act 1890.

Prepared by a retired English qualified solicitor (LLB, LLM) · reviewed 24 September 2026 · Scots law · how we draft · recent changes

When you need one

Put one in place as soon as a Scottish partnership or LLP is set up. The statutory default rules, for example equal shares of profit and, in a general partnership, dissolution on a partner's departure or death, are seldom right for an actual business.

What it should contain

Capital

Each partner's contribution, and whether it earns interest.

Profits and drawings

Profit and loss shares, and how they are paid.

Decisions

Which matters require a majority, and which unanimity.

Duties

Good faith, the time to be devoted, and a bar on competing.

Leaving

Notice, and how an outgoing partner's share is valued and paid.

Expulsion and dissolution

Grounds for removing a partner, and how the firm is dissolved.

Points specific to Scotland

In Scotland a partnership is a legal person separate from its partners (Partnership Act 1890, section 4(2)), so it can own property and sue in its own name — but the partners remain liable for its debts if the firm cannot pay. LLPs under the 2000 Act work the same way across the UK.

Different rules can apply elsewhere in the UK: see the England and Wales version of this guide.

Common mistakes

Having no agreement, so that a general partnership is dissolved on a partner's departure or death.
No clear method for valuing a departing partner's share.
Believing that the partners in a general partnership have limited liability.

Open the specimen partnership or LLP members' agreement: a short example of the structure and principal clauses, presented as the app would produce them.

Quick answers

Do partners need a written agreement in Scotland?

There is no legal requirement in Scotland to have one, but without it the default rules of the Partnership Act 1890 apply, among them equal profit sharing and, in certain cases, dissolution when a partner leaves.

What is the difference between a partnership and an LLP in Scotland?

An LLP, which is registered at Companies House, is a distinct legal person whose members have limited liability. The partners of a general partnership, by contrast, carry personal liability for the debts of the firm.

Create a partnership or LLP members' agreement today

Be Contract Wise (Scotland)'s powerful, carefully prepared drafting tools turn a short set of plain-English questions into a partnership or llp members' agreement under Scots law, laid out to a professional standard, with an explanation of every clause. Simple or complex, export to Word or PDF.

Start drafting — free Browse all guides

Reviewed 2026-09-24. General legal information about Scots law, not legal advice.