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Partnership Agreement Template (Ireland)

Two or more people carrying on business together in Ireland should record their arrangement in writing. Our free Irish partnership agreement template covers capital contributions, profit sharing, management, new partners and dissolution, drafted in line with the Partnership Act 1890 as applied in Ireland.

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PARTNERSHIP AGREEMENT
General Partnership · Ireland
PARTNER 1
Seán Murphy
14 Merrion Square, Dublin 2, D02 EY47
PARTNER 2
Orla O'Brien
7 Patrick Street, Cork, T12 WX34
Murphy and O'Brien Technology Partners
Effective: 15 April 2026 — Indefinite
This Partnership Agreement (this "Agreement") is entered into as of 15 April 2026 by and between Seán Murphy ("Partner 1") and Orla O'Brien ("Partner 2"), collectively the "Partners", to form and operate a general partnership under the name Murphy and O'Brien Technology Partners (the "Partnership") in accordance with the Partnership Act 1890 (PA 1890) and the laws of Ireland.
1.
FORMATION AND LEGAL BASIS
The Partners hereby form a general partnership pursuant to the Partnership Act 1890 (PA 1890) ss. 1 and 8. The Partnership shall not be construed as creating a body corporate, and each Partner accepts personal and unlimited liability for the debts and obligations of the Partnership. The Partners shall act with the utmost good faith (uberrimae fidei) towards one another in all matters relating to the Partnership.
2.
PARTNERSHIP NAME AND BUSINESS PURPOSE
The Partnership shall trade under the name Murphy and O'Brien Technology Partners. The principal place of business shall be 14 Merrion Square, Dublin 2, D02 EY47, or such other location as the Partners may unanimously agree in writing. The purpose of the Partnership is: To carry on the business of software development, technology consulting and related digital services. The Partnership shall not engage in any business outside this stated purpose without the written consent of all Partners.
3.
TERM
The Partnership shall commence on 15 April 2026 and continue for an indefinite period until dissolved pursuant to this Agreement or as required by the Partnership Act 1890 s. 32.
4.
CAPITAL CONTRIBUTIONS
Partner 1 shall contribute 50,000.00 EUR and Partner 2 shall contribute 50,000.00 EUR as initial capital to the Partnership. Additional capital contributions may only be made upon the unanimous written consent of all Partners. No Partner may withdraw any portion of their capital contribution without the prior written consent of the other Partner. Each Partner's capital account shall be maintained in the books of the Partnership in accordance with the Taxes Consolidation Act 1997 (TCA 1997).
5.
PROFIT AND LOSS SHARING
Net profits and net losses of the Partnership shall be allocated as follows: Partner 1 shall receive 50% and Partner 2 shall receive 50%. The Partnership fiscal year shall end on 31 December. Distributions shall be made at such times and in such amounts as the Partners may unanimously agree, but not less frequently than annually. No distribution shall be made that would render the Partnership unable to meet its liabilities as they fall due.
6.
MANAGEMENT AND AUTHORITY
The Partnership shall be managed jointly by all Partners with equal authority pursuant to PA 1890 s. 24. Each Partner has equal rights in the management of the Partnership business. The Partners agree to the following division of responsibilities: Partner 1: Business development, client relations, sales strategy. Partner 2: Technology operations, product development, finance.
7.
VOTING RIGHTS AND DECISIONS
All major decisions of the Partnership — including incurring borrowing exceeding EUR 10,000, acquiring or disposing of Partnership assets, admitting new partners, entering contracts with a term exceeding one year, or amending this Agreement — shall require the unanimous written consent of all Partners. Day-to-day operational decisions may be taken by any Partner acting in the ordinary course of Partnership business.
8.
ACCOUNTS AND BANKING
The Partnership shall maintain accurate books of account in accordance with generally accepted accounting principles and in compliance with the Taxes Consolidation Act 1997 (TCA 1997) for partnership tax return purposes. Each Partner shall have full access to inspect and audit such records at any reasonable time. The Partnership shall maintain one or more business bank accounts at an Irish credit institution designated by the Partners. All Partnership funds shall be deposited into such accounts and shall not be commingled with the personal funds of any Partner. The Partnership's accounts shall be prepared annually and, where required, filed with the Revenue Commissioners.
9.
INTELLECTUAL PROPERTY
All intellectual property created or acquired by the Partners in the course of the Partnership business, including patents, trade marks, copyright and know-how, shall vest in and belong to the Partnership. Upon dissolution of the Partnership, such intellectual property shall be allocated between the Partners as part of the winding-up process or as otherwise agreed in writing. No Partner shall use Partnership intellectual property for personal gain outside the Permitted Purpose without the prior written consent of all Partners.
10.
RETIREMENT, DEATH AND EXPULSION
Voluntary Retirement: A Partner may retire from the Partnership upon giving not less than 60 days' prior written notice to the other Partner(s). Death or Incapacity: Upon the death or permanent incapacity of a Partner, the Partnership shall not automatically dissolve (notwithstanding PA 1890 s. 33); the remaining Partner(s) may elect within thirty (30) days to continue the Partnership and purchase the deceased or incapacitated Partner's interest. Expulsion: A Partner may be expelled by unanimous written resolution of the other Partners for material breach of this Agreement, conviction of an indictable offence, or insolvency. Upon any departure, the departing Partner's interest shall be valued on the basis of fair market value as at the date of departure. Payment of the buy-out price shall be made within ninety (90) days of the valuation date. The remaining Partner(s) shall have a right of first refusal to purchase the departing Partner's interest before it may be offered to any third party.
11.
NON-COMPETITION AND NON-SOLICITATION
For a period of 12 months following a Partner's departure from the Partnership (howsoever arising), the departing Partner shall not, within Ireland: (a) directly or indirectly engage in, own, manage, or provide services to any business that competes directly with the Partnership; or (b) solicit or attempt to solicit any client, customer or supplier of the Partnership with whom the departing Partner had material dealings during the twelve (12) months prior to departure. The parties acknowledge that this restriction is intended to be no wider than reasonably necessary to protect the Partnership's legitimate business interests, consistent with the principles applied by the Irish courts in assessing restrictive covenants. If any court finds this provision unreasonably wide, it shall be modified to the minimum extent necessary to render it enforceable.
12.
DISPUTE RESOLUTION
Any dispute arising out of or relating to this Agreement shall first be referred to mediation under the Mediation Act 2017. If the dispute is not resolved within thirty (30) days of referral to mediation, it shall be finally resolved by binding arbitration pursuant to the Arbitration Act 2010 (AA 2010) and the Arbitration Rules of the Chartered Institute of Arbitrators (Irish Branch), by a single arbitrator, with the seat of arbitration in Dublin. The arbitrator's award shall be final and binding and enforceable as a judgment of the High Court.
13.
DISSOLUTION
The Partnership shall be dissolved upon: (a) unanimous written agreement of all Partners; (b) the expiry of the fixed term (if any); (c) the occurrence of any event specified in the Partnership Act 1890 s. 32; (d) a court order; or (e) any event rendering it unlawful for the Partnership business to be carried on. Upon dissolution, the assets of the Partnership shall first be applied in paying the debts and liabilities of the Partnership and the costs of winding up, and any surplus shall be distributed between the Partners in proportion to their capital contributions and profit-sharing ratios. The Partners shall act in good faith during the winding-up process.
14.
CONFIDENTIALITY
Each Partner shall keep confidential all information relating to the business, finances, clients, and affairs of the Partnership and shall not disclose such information to any third party without the prior written consent of all Partners, except to the extent required by law or regulation (including Revenue Commissioners requirements). This obligation shall survive the dissolution of the Partnership or the departure of any Partner for a period of two (2) years.
15.
GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of Ireland. The parties submit to the exclusive jurisdiction of the courts of Ireland for all matters not resolved by the dispute resolution procedure above. This Agreement is subject to the Partnership Act 1890 and all other applicable Irish statutes and statutory instruments.
16.
GENERAL PROVISIONS
Entire Agreement: This Agreement constitutes the entire agreement between the Partners with respect to the Partnership and supersedes all prior discussions and understandings. Amendment: This Agreement may only be amended by a written instrument signed by all Partners. Severability: If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Notices: All notices shall be in writing and delivered personally, by registered post, or by email (with read receipt) to the addresses set out herein. Electronic Execution: This Agreement may be executed electronically in accordance with the Electronic Commerce Act 2000 (ECA 2000) s. 13 and eIDAS Regulation (EU) No 910/2014; electronic signatures shall have the same legal effect as handwritten signatures.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date first written above.
PARTNER 1
Seán Murphy
Date: ____________________
PARTNER 2
Orla O'Brien
Date: ____________________

What Is a Partnership Agreement?

A partnership agreement is a contract between two or more persons who have agreed to carry on a business in common with a view to profit. It sets out how the partnership is owned, governed and ended. Without a written agreement, the default rules of the Partnership Act 1890 apply — including equal profit sharing regardless of contribution, and automatic dissolution if a partner dies or retires.

In Ireland, the Partnership Act 1890 remains the primary statute governing general partnerships. Its default rules are often unsuitable for modern businesses, so a tailored partnership agreement is strongly recommended. The Limited Partnerships Act 1907 and the Investment Limited Partnerships Act 1994 (as updated) govern limited partnerships, while the Legal Services Regulation Act 2015 and related regulations provide for legal practice partnerships.

A well-drafted partnership agreement prevents the most common disputes: who owns what, who decides what, how profits and losses are shared, what happens on a partner’s departure, death or bankruptcy, and how the partnership dissolves. It also addresses Revenue registration, VAT treatment, and how the partnership files annual tax returns.

What's Covered in This Template

Our partnership agreement covers every key commercial and governance decision.

Partner Details

Names, addresses with Eircode, and PPS numbers of each partner.

Firm Name and Business

Partnership name, registered principal place of business, and description of the trade.

Capital Contributions

Initial capital in euro contributed by each partner and treatment of future contributions.

Profit and Loss Sharing

Percentage share of profits and losses, default equal sharing can be modified.

Drawings and Salaries

Monthly drawings, partner salaries, and interest on capital.

Management and Decision-Making

Day-to-day management rights and reserved matters requiring unanimity or super-majority.

Banking and Accounts

Bank mandate, accounting period, and appointment of an accountant.

Admission of New Partners

Unanimous or majority consent, and buy-in terms.

Retirement, Death and Expulsion

Notice periods, goodwill valuation, and buy-out mechanics.

Restrictive Covenants

Non-compete and non-solicitation obligations post-exit.

Dispute Resolution

Mediation under the Mediation Act 2017 followed by arbitration or court.

Dissolution and Winding Up

How the partnership ends and assets are distributed.

How to Create a Partnership Agreement

Draft a robust Irish partnership agreement with our guided form.

  1. 1

    Enter the Partners and Firm Name

    Provide each partner’s details and the partnership’s trading name and business description.

  2. 2

    Set Capital and Profit Shares

    Record initial capital contributions in euro and the percentage share of profits and losses for each partner.

  3. 3

    Define Management and Decisions

    Describe day-to-day management, reserved matters, and voting thresholds.

  4. 4

    Address Changes in Membership

    Set out how partners join, retire, die or are expelled, with goodwill valuation.

  5. 5

    Review and Download

    Review the dissolution, tax, and dispute-resolution clauses and download the PDF for signature.

Legal Considerations in Ireland

Irish partnerships remain governed by the Partnership Act 1890 but operate in a modern regulatory environment.

This template is for information only and does not constitute legal or tax advice. For professional services partnerships or high-value ventures, consult an Irish solicitor and accountant.

Drafted for Irish law

The Partnership Act 1890

The Partnership Act 1890 continues to govern general partnerships in Ireland. Its default rules (equal profit sharing, automatic dissolution on a partner’s death or bankruptcy) rarely suit modern businesses, which is why a bespoke written agreement is essential.

Joint and Several Liability

Partners in a general partnership are jointly and severally liable for the debts of the firm under sections 9 and 12 of the 1890 Act. Limited liability can be achieved only through a limited partnership under the Limited Partnerships Act 1907, an investment limited partnership under the Investment Limited Partnerships Act 1994, or by converting to a company limited by shares under the Companies Act 2014.

Revenue Registration and Taxation

A general partnership must register with the Revenue Commissioners, file annual partnership returns (Form 1 Firms), and each partner is taxed individually on their share of profits. VAT registration applies where taxable turnover exceeds the Revenue thresholds.

Dispute Resolution

The Mediation Act 2017 requires solicitors to advise clients of the availability of mediation before issuing proceedings. A well-drafted partnership agreement should include a staged dispute-resolution clause starting with mediation before proceeding to arbitration or court.

Frequently Asked Questions

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