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Director's Personal Guarantee (Deed) Template — Ireland
Almost every commercial bank facility over €100,000 to an Irish SME requires a personal guarantee from one or more of the directors. Our free Personal Guarantee deed template is drafted to the Statute of Frauds (Ireland) 1695 writing requirement, includes the Etridge-compliant Independent Legal Advice acknowledgement that protects enforceability, and offers Expert clauses for joint and several guarantors, spousal acknowledgements, all-monies carve-outs and liability caps.
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PERSONAL GUARANTEE (DEED)
Director's Guarantee Of Company Obligations — Ireland
DEED GIVER (THE GUARANTEEING DIRECTOR)
Patrick O'Brien
14 Sandymount Avenue, Dublin 4, D04 K8H7
PPSN 1234567T
Director and Majority Shareholder
patrick@riverstone.ie
PPSN 1234567T
Director and Majority Shareholder
patrick@riverstone.ie
LENDER (THE BENEFICIARY)
Bank of Ireland (Group) PLC
40 Mespil Road, Dublin 4, D04 C2N4
CRO 593672
CRO 593672
By: Sinéad Murphy, Senior Relationship Manager
Principal Debtor: Riverstone Marketing Limited · CRO 612345
Facility ref Facility Letter dated 1 May 2026 / ref BOI-RIV-2026-0421 · €250000
This Personal Guarantee (the "Guarantee") is executed as a deed under the laws of Ireland and is given by the Deed Giver identified above (the "Guarantor") in favour of the Lender, in respect of the obligations of Riverstone Marketing Limited of 22 Earlsfort Terrace, Dublin 2, D02 R294 (the "Principal Debtor"). This Guarantee is in writing and signed by the Guarantor as required by s.2 of the Statute of Frauds (Ireland) 1695.
1.
DEFINITIONS AND INTERPRETATION
"Facility" means the facility identified in clause 2 below. "Guaranteed Obligations" means the obligations described in clause 2. "Demand" means a written demand by the Lender on the Guarantor specifying the amount due. "Working Day" means any day on which the principal banks in Dublin are open for business other than Saturday or Sunday. Words and expressions defined in the Facility Letter have the same meanings here unless the context otherwise requires.
2.
GUARANTEED OBLIGATIONS
The Guarantor guarantees a capped continuing guarantee — every present and future obligation up to the cap stated below. The Principal Facility is identified as: Facility Letter dated 1 May 2026 / ref BOI-RIV-2026-0421, dated 1 May 2026, in the principal amount of €250000, for the purpose of Working capital and growth investment for the year ending 31 December 2026.
3.
GUARANTOR'S PRIMARY OBLIGATION
On Demand by the Lender, the Guarantor shall pay to the Lender all sums due under the Guaranteed Obligations as if the Guarantor were the principal obligor. The Lender is not required to enforce against the Principal Debtor or against any other security before enforcing against the Guarantor — the Guarantor's obligation is independent and may be enforced without prior recourse.
4.
INDEMNITY (BACK-UP)
As a separate, primary and continuing obligation, the Guarantor agrees to indemnify the Lender on demand against all losses, costs and expenses suffered or incurred by the Lender by reason of any obligation expressed to be guaranteed hereunder being or becoming void, voidable, unenforceable or ineffective against the Principal Debtor for any reason whatsoever. Indemnity payments are due within 7 Working Days of written demand.
5.
LIABILITY CAP
€250,000 in aggregate (inclusive of interest, fees, enforcement costs and any judgement amount). For the avoidance of doubt, the Lender may not recover from the Guarantor a sum greater than this cap regardless of the outstanding balance of the Principal Debtor.
Exclusions: The cap does NOT apply to: (a) losses arising from the Guarantor's fraud or fraudulent misrepresentation; (b) reasonable enforcement costs not exceeding €25,000.
Exclusions: The cap does NOT apply to: (a) losses arising from the Guarantor's fraud or fraudulent misrepresentation; (b) reasonable enforcement costs not exceeding €25,000.
6.
CONTINUING SECURITY
This Guarantee is a continuing security and shall remain in full force and effect until the Guaranteed Obligations have been finally and irrevocably discharged. Partial payment shall not discharge this Guarantee. The liability of the Guarantor is not reduced or discharged by: (a) any time, indulgence, waiver or concession granted to the Principal Debtor or any other person; (b) any amendment, variation, novation, extension or replacement of the Facility Letter or any other document; (c) the insolvency, dissolution, liquidation or restructuring of the Principal Debtor; (d) the unenforceability of any other guarantee or security; or (e) any other act, omission or circumstance which but for this provision might operate to discharge the Guarantor.
7.
JOINT AND SEVERAL — RIGHT OF CONTRIBUTION
Where two or more persons execute this Guarantee, they shall be liable jointly and severally. Joint Guarantor: Niamh O'Sullivan of 11 Marlborough Road, Donnybrook, Dublin 4, D04 V3H7 (PPSN 5544332Z). As between the Guarantors, each shall contribute equally to any sum paid under this Guarantee, and any Guarantor who pays more than their equal share shall have a right of contribution against the other(s) for the excess.
8.
DEMAND AND PAYMENT
(a) The Lender may make a Demand at any time after the Principal Debtor is in default of any Guaranteed Obligation. (b) Each Demand shall be in writing and shall specify the sum demanded and the basis of the Demand. (c) Sums payable under this Guarantee shall be paid within 7 Working Days of Demand, in immediately available funds to the bank account specified by the Lender, free of any set-off, counterclaim, deduction or withholding. (d) Sums unpaid after Demand shall bear interest at the rate then payable under the Facility Letter, accruing daily from the date of Demand until full payment.
9.
STATUTE OF FRAUDS (IRELAND) 1695
The Guarantor acknowledges that this Guarantee is in writing and signed by the Guarantor as required by s.2 of the Statute of Frauds (Ireland) 1695, which mandates that no action shall be brought to charge any person upon any special promise to answer for the debt, default or miscarriage of another person unless the agreement (or a memorandum thereof) is in writing and signed by the party to be charged.
10.
INDEPENDENT LEGAL ADVICE (ETRIDGE ACKNOWLEDGEMENT)
The Guarantor confirms and acknowledges that, prior to executing this Guarantee: (a) the Guarantor received independent legal advice from Eoin Gallagher BL of Gallagher and Quinn Solicitors LLP, 22 Earlsfort Terrace, Dublin 2 on 10 May 2026, who is not connected with the Lender or the Principal Debtor; (b) the Guarantor understood the nature of the obligations being undertaken, the maximum exposure, the duration, the enforcement mechanics and the absence of any obligation on the Lender to enforce other security first; (c) the Guarantor is not acting under coercion, duress or undue influence and has signed of free will; and (d) the Guarantor has had the opportunity to consider this Guarantee away from the presence of the Principal Debtor and any other person.
11.
SPOUSAL / COHABITANT ACKNOWLEDGEMENT
Where the Guarantor is the spouse, civil partner, qualified cohabitant or close family member of a director of the Principal Debtor and is signing this Guarantee in that capacity rather than as an arm's-length director: Co-Guarantor: Aoife O'Brien of 14 Sandymount Avenue, Dublin 4, D04 K8H7. The Co-Guarantor has taken separate independent legal advice from Cathal Mac an Bhaird, Mac an Bhaird and Co., 33 Mount Street Lower, Dublin 2, distinct from the Guarantor's and the Principal Debtor's solicitors. The Co-Guarantor confirms understanding of the risk and the absence of any undue influence by the principal director or the Principal Debtor.
12.
GUARANTOR'S REPRESENTATIONS
The Guarantor represents and warrants that: (a) the Guarantor has the legal capacity and authority to enter into this Guarantee; (b) the obligations under this Guarantee are valid, binding and enforceable against the Guarantor; (c) execution does not breach any other agreement to which the Guarantor is a party; (d) no litigation is pending or threatened that would materially affect the Guarantor's ability to perform; (e) the Guarantor has provided to the Lender complete and accurate information about the Guarantor's assets, income and existing guarantees.
13.
GENERAL PROVISIONS
Assignment: the Lender may assign or transfer the benefit of this Guarantee without consent. The Guarantor may not assign any obligation under this Guarantee.
Notices: any notice or Demand under this Guarantee shall be in writing and may be served by hand, by registered post, or by email (read receipt requested) to the addresses given above.
Variation: any variation of this Guarantee shall be in writing and signed as a deed.
Severability: the invalidity of any provision does not affect the remaining provisions.
Entire agreement: this Guarantee and the Facility Letter constitute the entire agreement.
Notices: any notice or Demand under this Guarantee shall be in writing and may be served by hand, by registered post, or by email (read receipt requested) to the addresses given above.
Variation: any variation of this Guarantee shall be in writing and signed as a deed.
Severability: the invalidity of any provision does not affect the remaining provisions.
Entire agreement: this Guarantee and the Facility Letter constitute the entire agreement.
14.
GOVERNING LAW AND JURISDICTION
This Guarantee is governed by the laws of Ireland and is executed as a deed under s.43 of the Companies Act 2014 (where any Guarantor is a body corporate) and under s.64 of the Land and Conveyancing Law Reform Act 2009 (where the Guarantor is an individual). The courts of Ireland have exclusive jurisdiction over any dispute.
EXECUTED AS A DEED at Dublin on 15 May 2026.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date indicated.
GUARANTOR
Patrick O'Brien
PPSN 1234567T
Date: ____________________
JOINT GUARANTOR
Niamh O'Sullivan
PPSN 5544332Z
Date: ____________________
SPOUSE / CO-GUARANTOR
Aoife O'Brien
Spousal acknowledgement
Date: ____________________
WITNESS
Ciarán Byrne
3 Charleston Road, Ranelagh, Dublin 6, D06 X2H3
Date: ____________________
LENDER (BENEFICIARY)
Sinéad Murphy
Senior Relationship Manager
Bank of Ireland (Group) PLC
Date: ____________________
Available as a print-ready PDF or an editable Microsoft Word (.docx) file.
What Is a Director's Personal Guarantee?
A Personal Guarantee is a written undertaking by an individual (the Guarantor) to a lender (the Beneficiary) to discharge the obligations of a third party (the Principal Debtor) if the Principal Debtor fails to do so. In an Irish commercial banking context, the Principal Debtor is almost always a company and the Guarantor is one or more of its directors or shareholders.
Personal Guarantees in Ireland must be in writing and signed by the Guarantor to be enforceable, under section 2 of the Statute of Frauds (Ireland) 1695. The Guarantee is typically executed as a deed to remove any consideration argument and to give the Beneficiary the longer twelve-year limitation period under the Statute of Limitations 1957.
Because the Guarantor is typically related to the Principal Debtor (as director, shareholder or spouse), the risk of undue influence is elevated. Following the leading House of Lords case Royal Bank of Scotland v Etridge (No 2) [2001] UKHL 44 — applied by Irish courts in cases including ACC Bank v Fairlee [2017] IEHC 484 — banks routinely require the Guarantor to take Independent Legal Advice from a solicitor unconnected to the lender or the principal debtor. The signed ILA acknowledgement is the Bank's defence to a later undue-influence challenge.
What's Covered in This Template
The Personal Guarantee template covers every element of a standard Irish commercial bank guarantee plus optional Expert clauses for sophisticated arrangements.
Guarantor
Director or shareholder details with PPSN and role.
Lender (Beneficiary)
Bank or fund identification with signatory.
Principal Debtor
Company identification with CRO and facility reference.
Guaranteed Obligations
Specific facility, all-monies, or capped continuing.
Primary Obligation to Pay
Lender can enforce without first pursuing the Principal Debtor.
Continuing Security
Guarantee survives variation, indulgence, insolvency.
Statute of Frauds 1695
Writing requirement satisfied in form and content.
Independent Legal Advice
Etridge-compliant acknowledgement with solicitor identification.
Demand and Payment
Notice, payment window, interest, no set-off.
Joint & Several (Expert)
Co-guarantor with right-of-contribution clause.
Spousal Acknowledgement (Expert)
Separate independent advice + undue-influence protection.
All-Monies Carve-outs (Expert)
Sensible exclusions to prevent runaway exposure.
Indemnity Back-up (Expert)
Primary obligation surviving guarantee failure.
Liability Cap (Expert)
Numerical cap with carve-outs for fraud and enforcement costs.
How to Create a Personal Guarantee
Generate a Statute of Frauds-compliant guarantee deed in minutes — then execute after Independent Legal Advice.
- 1
Identify Guarantor and Beneficiary
Provide the Guarantor and Lender details with full identification.
- 2
Identify the Principal Debtor
Company details, CRO number and the underlying facility being guaranteed.
- 3
Choose Scope of Guarantee
Specific facility (narrowest), all-monies (broadest), or capped continuing.
- 4
Configure Limitations (Expert)
Liability cap, all-monies carve-outs, indemnity back-up.
- 5
Take Independent Legal Advice
Engage an independent solicitor or barrister unconnected to the Lender or Principal Debtor.
- 6
Execute as a Deed
Sign before a witness, with the spousal acknowledgement separately executed where applicable.
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Legal Considerations in Ireland
Irish guarantee law combines a 1695 statutory writing requirement with a modern body of undue-influence case law.
This template is for information only and is not legal advice. The Independent Legal Advice required to defeat an Etridge undue-influence challenge MUST be obtained from a solicitor or barrister unconnected to the Lender and the Principal Debtor.
Drafted for Irish commercial bank lending
Statute of Frauds (Ireland) 1695
Section 2 of the Statute of Frauds (Ireland) 1695 requires that no action shall be brought to charge any person on any special promise to answer for the debt, default or miscarriage of another person unless the agreement (or a memorandum thereof) is in writing and signed by the party to be charged. The Guarantee must satisfy this writing requirement to be enforceable.
Etridge and Independent Legal Advice
In Royal Bank of Scotland v Etridge (No 2) [2001] UKHL 44, applied in Ireland in ACC Bank v Fairlee [2017] IEHC 484 and Bank of Scotland v Daly [2017] IEHC 614, the courts held that where a guarantee is given by a person likely to be subject to undue influence by the principal debtor (a spouse, family member or junior director), the lender must ensure the guarantor took Independent Legal Advice. The signed ILA acknowledgement defeats a later undue-influence challenge.
Spousal Undue Influence
Where a spouse, civil partner or cohabitant guarantees the debts of the other spouse's business, the Etridge presumption of undue influence is at its strongest. Best practice is separate Independent Legal Advice from a solicitor distinct from the principal debtor's solicitor, plus a signed spousal acknowledgement.
Execution as a Deed
Commercial Personal Guarantees are typically executed as deeds for two reasons: (a) to remove any consideration argument; (b) to extend the limitation period from 6 years to 12 years under section 11 of the Statute of Limitations 1957. Section 64 of the Land and Conveyancing Law Reform Act 2009 sets out the modern execution formalities for deeds by individuals.
Consumer Credit Act 1995
Where the Guarantor is a consumer rather than a director (e.g. a parent guaranteeing a child's personal loan), the Consumer Credit Act 1995 may apply additional protections including specific pre-contract disclosure requirements and a right of withdrawal. The director-guarantor context is typically outside the consumer regime.
Frequently Asked Questions
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