Partnership Agreement in Ireland: Template and Key Clauses (2026)

A partnership agreement in Ireland sets out how two or more people run a business together and share its profits, losses and decisions. The striking feature of Irish partnership law is that an old statute fills every gap: if the partners do not write their own terms, the Partnership Act 1890 decides the outcome for them, often in ways they would not have chosen. A written agreement is how partners take back control. This is general information, not legal advice. Partnership and liability issues are serious, so take local advice before you start. ## The law that shapes an Irish partnership The Partnership Act 1890 still governs ordinary partnerships in Ireland. It supplies default rules on almost everything, and those defaults apply unless the partners agree otherwise. For example, in the absence of agreement, partners share profits equally regardless of how much capital each put in, no partner is entitled to a salary, and a partnership can be dissolved when any partner leaves or gives notice. These defaults surprise people who assumed their larger investment or workload would count. The other hard fact is liability. In a general partnership the partners do not have the protection of a company: they are personally liable, and generally jointly and severally liable, for the debts and obligations of the firm. A limited partnership under the Limited Partnership Act 1907 allows a partner to limit liability if they stay out of management, and separate limited liability partnership structures exist for certain professions. For most trading partnerships, though, the personal liability point is central and should drive how carefully the agreement and the business are run. <!-- [VERIFY] current LLP options in Ireland by profession --> ## Key clauses, clause by clause 1. Parties and the firm. Name the partners, the firm name and the business. 2. Commencement and duration. State when the partnership starts and whether it runs for a fixed term or until ended. 3. Capital. State what each partner contributes and how capital accounts work. 4. Profit and loss sharing. Set the shares of profit and loss, which can differ from the equal split the 1890 Act would impose. 5. Drawings and salaries. Set what partners can draw and whether any partner receives a salary or interest on capital. 6. Management and decisions. Set who manages, how decisions are made, and which major decisions need unanimity. 7. Admission of new partners. Set how a new partner joins and on what terms. 8. Retirement and expulsion. Set how a partner leaves, any notice, and the limited grounds for expulsion. 9. Death or incapacity. Decide whether the partnership continues among the others rather than dissolving. 10. Valuation and buyout. Set how a leaving partner's share is valued and paid out. 11. Non compete and confidentiality. Protect the firm during and after membership. 12. Dispute resolution. Provide for mediation or arbitration before court. 13. Dissolution. Set how the partnership is wound up and assets distributed. 14. Governing law. Choose Irish law and the Irish courts. ## The default rules and liability are the key points Two themes should drive the drafting. First, unless the agreement says otherwise, the 1890 Act defaults apply, and the most dangerous default is that the partnership can dissolve when a single partner leaves or gives notice, which can destroy a business overnight. A continuation clause and a clear exit and buyout mechanism prevent that. Second, because partners are personally and jointly liable, the agreement should set clear decision rights and limits on what one partner can commit the others to, since a partner can usually bind the firm in the ordinary course of business. Capital and profit sharing deserve special thought, because the 1890 Act defaults rarely match what partners actually intend. If one partner contributes most of the capital and another contributes mainly time and skill, an equal split of both profit and loss can feel unfair to the first partner and leave the second exposed on losses. Set out the shares expressly, say whether any partner earns interest on capital or a salary before profits are divided, and record how capital accounts are kept. Doing this at the start, while everyone is aligned, avoids the far harder conversation later when the money is real and views have diverged. ## Common mistakes to avoid - No written agreement, so the 1890 Act defaults decide profit shares, salaries and dissolution.

• Ignoring that a partner can usually bind the whole firm in the ordinary course of business.
• No continuation clause, so the firm dissolves when one partner leaves.
• No valuation and buyout mechanism, leading to a dispute when a partner exits.
• Overlooking personal and joint liability for the firm's debts.
• No clear decision making rules for major commitments. ## Keeping partnership arrangements governed A partnership generates an agreement, later variations as partners join or leave, capital account records, decisions needing unanimity and notice periods for exit. These scatter across emails and spreadsheets, and when a partner wants to leave or a dispute arises, the governing terms and the current profit shares are hard to pin down. Adira is an AI workspace, built on Claude, where you can draft a partnership agreement from a tuned template, review it for risk such as a missing continuation clause or an unclear buyout mechanism, sign and stamp it in flow, and track variations, capital accounts, notice periods and decision records in one place, with public per seat pricing and a 7 day trial. It is India first and global capable, and a command centre view of your firm's key terms is on its roadmap. The core point holds with or without a tool: write your own terms so the 1890 Act defaults do not decide for you, plan for a partner leaving, and respect the personal and joint liability that general partners carry.