Operating Partnership Agreement Template for Ireland

The Operating Partnership Agreement is a crucial legal document used when two or more parties wish to establish and operate a business partnership under Irish law. This agreement is essential for both new partnerships and existing businesses transitioning to a partnership structure. It comprehensively addresses all aspects of partnership operation, from initial formation to potential dissolution, incorporating requirements from the Partnership Act 1890 and other relevant Irish legislation. The document typically includes detailed provisions for capital contributions, profit sharing, management responsibilities, decision-making processes, and partner rights and obligations. It's particularly important for protecting all partners' interests and providing clear guidelines for business operations and dispute resolution.

1. Parties: Identifies and defines all partners entering into the agreement

2. Background: Sets out the context and purpose of the partnership

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules

4. Partnership Formation and Term: Establishes the partnership's commencement date, term, and conditions for continuation

5. Business of the Partnership: Defines the scope and nature of the partnership's business activities

6. Capital Contributions: Details the initial and ongoing capital contributions required from each partner

7. Profit and Loss Sharing: Specifies how profits and losses will be distributed among partners

8. Management and Decision Making: Outlines the management structure and decision-making processes

9. Partners' Rights and Obligations: Details the rights, duties, and responsibilities of all partners

10. Financial Management: Covers accounting practices, banking arrangements, and financial reporting requirements

11. Meetings and Voting: Establishes procedures for partner meetings and voting mechanisms

12. Admission of New Partners: Procedures and requirements for admitting new partners

13. Retirement and Withdrawal: Process and terms for partner retirement or voluntary withdrawal

14. Death or Incapacity: Procedures to follow in case of a partner's death or incapacity

15. Dissolution and Termination: Circumstances and procedures for partnership dissolution

16. Dispute Resolution: Methods for resolving disputes between partners

17. Governing Law: Confirms Irish law as governing law and jurisdiction