Partnership Share Transfer Agreement Template for Ireland

A Partnership Share Transfer Agreement governed by Irish law is a legally binding document that facilitates the transfer of partnership interests from one partner (the transferor) to another party (the transferee). This agreement operates within the framework of Irish partnership law, particularly the Partnership Act 1890 and related legislation. It addresses crucial elements including the transfer price, warranties, partner consent requirements, and completion mechanics, while ensuring compliance with Irish tax regulations and partnership governance requirements. The document includes provisions for both the exit of the transferring partner and the integration of the incoming partner, with specific attention to Irish legal requirements regarding partnership modifications.

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What is a Partnership Share Transfer Agreement?

A Partnership Share Transfer Agreement is a crucial document used when one partner wishes to transfer their partnership interest to another party, whether an existing partner or a new incoming partner. This agreement is particularly important in the Irish legal context, where partnership transfers must comply with the Partnership Act 1890 and related legislation. The document typically includes detailed provisions about the transfer price, payment terms, warranties from both parties, consent requirements from other partners, and completion mechanics. It also addresses tax implications under Irish law, particularly capital gains tax considerations. The agreement serves multiple purposes: it documents the transfer terms, protects both parties' interests, ensures compliance with partnership agreement requirements, and maintains the partnership's legal integrity under Irish law. This type of agreement is commonly used in professional services firms, medical practices, and other business partnerships where ownership changes need to be formally documented and legally secured.

What sections should be included in a Partnership Share Transfer Agreement?

1. Parties: Identifies and defines the transferor (selling partner), transferee (buying partner), and the partnership entity

2. Background: Recitals explaining the current partnership structure, reason for transfer, and context of the transaction

3. Definitions: Defines key terms used throughout the agreement

4. Sale and Purchase: Core terms of the transfer, including the partnership interest being transferred

5. Consideration: Details of the purchase price and payment terms

6. Completion: Specifies the completion date and mechanics of the transfer

7. Seller's Warranties: Standard warranties regarding ownership, authority to sell, and status of the partnership interest

8. Buyer's Warranties: Standard warranties regarding authority to purchase and financial capacity

9. Partnership Consent: Confirmation of partnership and other partners' consent to the transfer

10. Confidentiality: Obligations regarding confidential information

11. Tax Matters: Provisions dealing with tax liabilities and indemnities

12. Notices: Process for sending formal notices under the agreement

13. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement

What sections are optional to include in a Partnership Share Transfer Agreement?

1. Deferred Consideration: Required when part of the purchase price is to be paid at a later date or is contingent

2. Security Arrangements: Needed when there are specific security arrangements for deferred payments

3. Non-Competition: Include when the selling partner needs to be restricted from competing

4. Continued Involvement: Required when the selling partner will maintain some role in the partnership

5. Third Party Consents: Include when specific third-party approvals are required for the transfer

6. Intellectual Property Rights: Needed when IP rights are specifically affected by the transfer

7. Employee Matters: Include when the transfer affects employment relationships

8. Debt and Encumbrances: Required when there are specific arrangements regarding partnership debts

9. Post-Completion Adjustments: Include when the consideration may be adjusted based on future events or calculations

What schedules should be included in a Partnership Share Transfer Agreement?

1. Partnership Interest Details: Detailed description of the partnership interest being transferred

2. Consideration Calculation: Detailed breakdown of how the purchase price was calculated

3. Partnership Agreement: Copy of the current partnership agreement

4. Completion Requirements: Detailed list of documents and actions required for completion

5. Specific Warranties: Detailed warranties beyond the standard warranties in the main agreement

6. Partnership Assets: Schedule of key partnership assets affected by the transfer

7. Outstanding Liabilities: List of partnership liabilities relevant to the transfer

8. Required Consents: List of all required consents and their status

9. Existing Security Interests: Details of any security interests affecting the partnership interest

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Ireland

Publisher

Genie AI

Document Type

Stock Agreement

Cost

Free to use

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