Company Separation Agreement Template for Ireland

A Company Separation Agreement is essential when high-level personnel leave your Irish company, providing legal protection and clarity for both parties during what can be a complex transition. This document goes beyond standard employment termination procedures, addressing sophisticated issues like equity arrangements, confidentiality obligations, and competitive restrictions that are crucial when senior executives or directors depart.

When do you need this document?

You need a Company Separation Agreement when managing the departure of executives, senior managers, or directors who have access to sensitive business information, equity compensation, or strategic knowledge. This is particularly important during voluntary resignations of C-suite executives, negotiated departures following performance issues, or restructuring that affects senior leadership roles. The agreement becomes essential when the departing party holds company shares, has developed valuable relationships with key clients, or possesses proprietary information that could benefit competitors. It's also required when implementing redundancy programmes affecting senior staff, or when board members resign and need clear terms around their ongoing obligations and benefits.

Key legal considerations

Your agreement must carefully balance restrictive covenants with enforceability under Irish competition law, ensuring non-compete clauses are reasonable in scope, duration, and geographic reach. Financial settlement terms require precise calculation of notice periods, pension contributions, and any discretionary bonuses under the Employment Law Acts framework. Confidentiality provisions must comply with GDPR requirements while protecting legitimate business interests, particularly regarding client lists, strategic plans, and proprietary methodologies. Share option arrangements need clear vesting schedules and exercise procedures that align with company articles of association. Garden leave provisions should specify duties and restrictions during the notice period, while intellectual property clauses must address ownership of work created during employment and ongoing obligations regarding trade secrets.

Legal requirements in Ireland

Under the Companies Act 2014, director resignations must follow prescribed procedures and filing requirements with the Companies Registration Office, including Form B10 submissions within 14 days. The Employment Law Acts mandate specific notice periods based on length of service, with statutory redundancy calculations where applicable. GDPR compliance requires clear data handling procedures, including personal data transfer limitations and retention periods for HR records. Competition Act 2002 provisions limit the scope and duration of non-compete clauses, requiring legitimate business justification for restrictions exceeding 12 months. Tax implications under the Taxes Consolidation Act must address PRSI contributions, benefit-in-kind calculations for any ongoing perks, and proper documentation for Revenue reporting. The agreement must also comply with company constitution requirements and any existing shareholder agreements that may affect share transfers or voting rights post-departure.