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Joinder Agreement
I need a joinder agreement for a new party joining an existing partnership, ensuring they agree to all current terms and conditions, with specific emphasis on their financial contributions and profit-sharing arrangements. The agreement should also outline their voting rights and responsibilities within the partnership.
What is a Joinder Agreement?
A Joinder Agreement lets new parties formally join an existing contract or legal arrangement in Ireland. It's commonly used when new investors want to participate in a shareholders' agreement, or when additional parties need to sign onto existing business deals or partnership arrangements.
Under Irish company law, these agreements streamline the process of adding new parties to complex transactions without having to redraft the original documents. They ensure all new participants agree to the same terms, rights, and obligations as the original parties - making them especially valuable for investment rounds, corporate restructuring, and commercial partnerships.
When should you use a Joinder Agreement?
Use a Joinder Agreement when bringing new parties into an existing contract or business arrangement in Ireland. This comes up frequently during company expansions, when adding new shareholders, or when investment rounds bring in additional stakeholders who need to align with current agreements.
The agreement becomes essential during mergers and acquisitions, joint ventures, or when Irish subsidiaries need to join parent company agreements. It's particularly valuable for fast-growing companies adding multiple investors, as it maintains consistent terms across all parties without the need to renegotiate original contracts.
What are the different types of Joinder Agreement?
- Basic Joinder Agreement: Used for straightforward additions to existing contracts, typically containing only essential consent and acknowledgment provisions
- Investment Joinder Agreement: Specifically structured for new investors joining shareholder agreements, including detailed rights and obligations
- Merger Joinder Agreement: Tailored for corporate combinations, addressing specific post-merger integration requirements under Irish law
- Partnership Joinder Agreement: Designed for adding new partners to existing business partnerships, with profit-sharing and liability provisions
- Subsidiary Joinder Agreement: Created for bringing Irish subsidiaries into parent company agreements, with jurisdiction-specific compliance elements
Who should typically use a Joinder Agreement?
- Corporate Legal Teams: Draft and review Joinder Agreements to ensure compliance with Irish company law and existing contracts
- New Investors: Sign these agreements when joining as shareholders or stakeholders in Irish companies
- Company Directors: Execute agreements on behalf of their organizations when adding new parties to existing arrangements
- Business Partners: Join existing commercial agreements through these documents to formalize their participation
- External Legal Counsel: Advise on structure and terms, especially for complex multi-party transactions or cross-border deals
How do you write a Joinder Agreement?
- Original Agreement Review: Obtain and analyze the complete existing agreement to understand all terms being joined
- Party Details: Gather full legal names, addresses, and registration numbers of all new joining parties
- Existing Obligations: Document current parties' rights and responsibilities that new joiners must accept
- Effective Date: Confirm when the new party's participation begins and any conditions precedent
- Signing Authority: Verify who has proper authorization to execute the agreement for each entity
- Compliance Check: Ensure alignment with Irish company law requirements and original agreement terms
What should be included in a Joinder Agreement?
- Identification Section: Full legal names and details of all original and joining parties
- Recitals: Reference to original agreement and purpose of joinder
- Consent Statement: Clear acknowledgment of joining party's agreement to be bound
- Rights and Obligations: Explicit statement of assumed responsibilities and privileges
- Effective Date: Specific timing for when joinder takes effect
- Governing Law: Confirmation of Irish law application and jurisdiction
- Execution Block: Proper signature sections for all required parties
- Original Agreement Reference: Attachment or clear citation of main agreement
What's the difference between a Joinder Agreement and an Amendment Agreement?
A Joinder Agreement differs significantly from an Amendment Agreement, though both modify existing contracts. While they may seem similar at first glance, their purposes and applications in Irish law are quite distinct.
- Primary Purpose: Joinder Agreements add new parties to an existing agreement, while Amendment Agreements change the terms or conditions of the original contract
- Scope of Change: Joinder Agreements maintain the original terms while extending participation; Amendment Agreements actually modify the substance of the agreement
- Timing and Process: Joinder Agreements typically happen during business expansion or investment rounds; Amendment Agreements occur when existing parties need to update their arrangements
- Legal Effect: Joinder Agreements create new obligations for additional parties; Amendment Agreements alter existing obligations between current parties
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