Bad Leaver

A Bad Leaver is typically a member who has been expelled, compulsorily retired, resigned to join a competitor, or who has or is suspected to have breached restrictive covenants.

Compulsory Retirement

Compulsory retirement means a compulsory retirement of a member from the LLP initiated by the LLP usually by notice to the member.


Expulsion means a forced retirement of a member from the LLP (usually without or with very little notice) based on specified grounds such as a serious breach of the LLP Agreement or being convicted of a criminal offence.

Former Member

Former Member means a member that has ceased to be a member of the LLP.

Garden Leave

Garden leave means a specified period during which an Outgoing Member is subject to specific duties and restrictions designed to protect the LLP from any potentially damaging conduct by the Outgoing Member (for example, not to attend the office or have any contact with the LLP’s clients, members or employees).

Good Leaver

A Good Leaver is typically a member who has retired in non-contentious circumstances such as a voluntary resignation or retirement upon reaching retirement age.

Incapacitated Member

Incapacitated Member typically means a member who is absent from the LLP or unable to perform the duties of a member due to sickness or some other mental or physical reason.

Outgoing Member

Outgoing Member means a member who has given or been given notice to retire and has not yet ceased to be a member.


A proxy may be another member who is authorised by the absent member to attend the meeting and vote on the absent member’s behalf (usually in addition to the proxy’s own vote).

Regulation 7

Regulation 7 sets out the rights and duties which will govern the LLP and its members in the absence of a written or oral agreement.

Section 994

Section 994 allows a member to bring a claim in court that their interests are being unfairly prejudiced by the LLP or members. This right can only be excluded by agreement in writing by the members.

Written Resolution

A written resolution is a decision which is recorded in writing and is usually passed by the signature of the requisite number of members who would be entitled to pass the resolution had it been proposed at a members’ meeting.