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Partnership protection insurance, and the agreement behind it

Partnership protection insurance gives the remaining partners, or LLP members, the money to buy the share of a partner who passes away or becomes critically ill, so the business stays with the people running it (Royal London ↗).

Royal London says it works only with three things together: an agreement, the insurance and a tax-efficient structure (Royal London ↗).

Every claim here is our summary of a named external source, linked beside it. Sources change: check the wording at the link before you rely on it.

The three agreements ↓How it is taxed →
01 · Why

Why partners need partnership protection insurance

Under the Partnership Act 1890, subject to any agreement between the partners, every partnership is dissolved as regards all the partners by the death of any partner (Partnership Act 1890 ↗).

Royal London says a surprisingly large number of partnerships and LLPs have no partnership or membership agreement, the document that says what happens on retirement, death or ill health (Royal London ↗).

Royal London's business trust is designed so the surviving owners have the funds to buy the share and do not end up with an unintended business partner, such as a surviving spouse, child or third party (Royal London ↗).

01

Agreement

How the share is valued, and who may buy

Set out in the partnership or membership agreement, or a separate deed.

02

Insurance

Cover for the value of each share

Life cover, critical illness cover or both.

03

Structure

A tax-efficient set-up

Usually each partner’s own-life plan in a business trust.

The three elements are Royal London's (Royal London ↗).

02 · The agreements

Automatic accrual, buy and sell, or cross option

Royal London says any existing partnership or membership agreement must be reviewed first, so the protection arrangement does not conflict with it (Royal London ↗).

Whichever type is used, it says the agreement should name the partners, describe the business, undertake to keep enough cover and review it, say how and by whom the business is valued, and say how any shortfall is paid (Royal London ↗).

Cross-option agreements →

Partnerships and LLPs only

Automatic accrual

A binding contract

Buy and sell

Also: double option

Cross option

On a death
The share passes automatically to the other partners; the estate is not paid (Royal London ↗)
Survivors must buy; the estate must sell (Royal London ↗)
Survivors may buy; the executors may sell, usually within three months (Royal London ↗)
Cover
Each partner insures their own life, in trust for their family (Royal London ↗)
Own life in trust for the partners, or life of another (Royal London ↗)
Set up as for buy and sell (Royal London ↗)
Business property relief
No inheritance tax on the transfer if relief applies (Royal London ↗)
Can be lost: seldom used for that reason (Royal London ↗)
Available, because it is not a binding contract (Royal London ↗)
Swipe to compare

Summarised from Royal London's adviser guide (Royal London ↗). Take legal advice on the wording of any agreement.

03 · Writing the cover

Own life in trust or life of another

Royal London says life of another is the simplest option, with no trusts or premium equalisation, but every partner needs a plan on every other partner: four partners need twelve plans, and proving insurable interest can be a problem (Royal London ↗).

With own life in trust, four partners need four plans and four trusts; new partners can be included later, and a partner who leaves can usually have the plan assigned back (Royal London ↗).

Royal London's business trust is discretionary only, and partners who are not taking part should be excluded so the arrangement stays commercial (Royal London ↗) (Royal London ↗).

Life of another

Own life in trust

Plans for four partners
Four, with four trusts (Royal London ↗)
New partners
Need new plans
Can benefit, if they take cover on the same basis (Royal London ↗)
Critical illness
Proceeds go to the plan owners; the ill partner has no control (Royal London ↗)
As settlor and trustee, the ill partner has a degree of control (Royal London ↗)
Premiums
No equalisation needed (Royal London ↗)
Equalised so each partner pays a commercial amount (Royal London ↗)
Swipe to compare
04 · Premium equalisation

Why premiums are equalised

Partners differ in age, health and the size of their stake, so their premiums differ (Royal London ↗).

Royal London says that unless premiums are equalised, the differences could be treated as transfers of value for inheritance tax, and a claim could raise a charge under the gift with reservation rules (Royal London ↗).

The partners then settle the differences between themselves, using a formula Royal London sets out (Royal London ↗).

01

Price

Each partner’s plan is priced

Age, health and stake all change the premium.

02

Formula

A commercial share is worked out

Each partner pays for the benefit they may receive.

03

Settle

The partners settle the differences

So no partner is giving value to another.

From Royal London's adviser guide (Royal London ↗). We do not calculate premiums or tax.

05 · Tax

How partnership protection is taxed

HMRC says premiums a partner pays for life, accident or sickness cover on themselves or a partner are not allowable deductions (HMRC ↗).

The rules below are Royal London's reading; an accountant or tax adviser can say how they apply to you (Royal London ↗).

Key person insurance tax →

What Royal London says

Premiums
Paid by each partner from taxed income, or shown as drawings if the firm pays (Royal London ↗)
Trust
The relevant property regime applies, but proceeds are normally paid out straight after a death claim (Royal London ↗)
The sale
No tax on the capital account element; goodwill is a chargeable asset for capital gains tax (Royal London ↗)
Critical illness
Not a chargeable event, but a sale during illness could bring a capital gains tax bill (Royal London ↗)
Existing plans
Better not to assign them into a business trust (Royal London ↗)
Swipe to compare
06 · Arranging

Setting it up, step by step

We do not sell or arrange insurance.

These steps follow Royal London's guide (Royal London ↗), and an FCA-authorised adviser can set up the policy and the trust; the FCA tells consumers to check a firm on its Firm Checker (FCA ↗).

Key person insurance for partnerships →Shareholder protection insurance →
01

Review

Read the partnership or membership agreement

Make sure the new arrangement does not conflict with it.

02

Value

Agree how each share is valued

And who values it, and how a shortfall is met.

03

Agree

Choose the agreement

Automatic accrual, buy and sell, or cross option.

04

Insure

Write the cover

Own life in trust, or life of another.

05

Review

Keep cover in line with value

The agreement should commit everyone to reviewing it.

07 · Which page do you need?

Which page do you need?

Neighbouring guides, each on its own question.

Key person insurance for partnerships →Shareholder protection insurance →Cross-option agreements →Business protection insurance →
08 · Sources

Check it for yourself

Every claim on this page is our summary of one of the documents listed here.

We last checked them against the live sources on 24 October 2026.

The documents are the authority, not this page.

Insurers and HMRC update them, so validate any figure or condition at its link before you rely on it.

Questions

Partnership protection, answered

Life or critical illness cover that gives the remaining partners or LLP members the money to buy the interest of a partner who passes away or is critically ill.

Royal London says an effective arrangement has three elements: an agreement on how the interest is valued and each party’s rights, insurance so the funds are there, and a tax-efficient structure. Royal London ↗

Under section 33 of the Partnership Act 1890, subject to any agreement between the partners, every partnership is dissolved as regards all the partners by the death of any partner.

That is why the partnership agreement matters. Partnership Act 1890 ↗

Royal London says each partner pays directly out of their taxed income; if the partnership pays on their behalf, the premiums are shown as drawings from the partners’ capital accounts.

HMRC says premiums a partner pays for life cover on themselves or a partner are not allowable deductions. Royal London ↗

Royal London describes three: automatic accrual, buy and sell, and cross option.

It says buy and sell is seldom used because the binding contract for sale can cost the estate business property relief, while a cross option agreement keeps it. Royal London ↗

Royal London says life of another is simplest but can mean many plans: twelve for four partners.

Own life in trust needs four plans and four trusts for four partners, lets new partners benefit, and gives a critically ill partner some control, but premiums need equalising. Royal London ↗

No. Key person cover protects the firm’s profit; partnership protection is about who owns the firm afterwards.

Our partnerships guide covers key person cover for partners and LLPs. Partnerships guide ↗

Beta · information only

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Information, not advice

We are not an insurer, broker or regulated adviser, and we do not give quotes or recommend a policy. For regulated advice, use an adviser authorised by the FCA.

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Not financial advice. This page is general information. Before buying insurance, the FCA tells consumers to check the firm on its Firm Checker (FCA ↗). For free guidance, see MoneyHelper.