Legal documents are not the glamorous part of running a startup, but the gap between a business that has the right documents in place and one that does not becomes visible the moment something goes wrong: a co-founder leaves, a customer disputes an invoice, a Revenue audit lands, a competitor poaches a key employee with proprietary information. Each scenario plays out very differently depending on whether the paperwork was done up front. According to Karl Hutchinson, co-founder of Plugged.ie, the same handful of legal documents come up over and over again with Irish startups and small businesses, and they do not need to be expensive or complicated to do the job. Each one is designed to protect your business and safeguard the business owner from disputes that would otherwise spiral.
This article runs through the 10 legal documents every Irish startup and small business should have, what each one does, when it becomes urgent, and the common pitfalls to avoid. Some are legally required (privacy policies and cookie policies under GDPR and EU ePrivacy rules), others are strongly recommended for any business that wants to grow your business beyond informal arrangements.
What legal documents do Irish startups and small businesses actually need?
The headline list, with a one-line purpose for each:
- Shareholders’ agreement. Governs the relationship between shareholders beyond the company constitution
- Website terms of use. Sets the rules for visitors and users of your website
- Terms and conditions of sale. Defines what you sell, on what terms, with what liability and payment terms
- Privacy policy. Legally required under GDPR; explains how you collect and use personal data
- Cookie policy. Required under EU ePrivacy rules for any site using cookies or similar tracking
- Customer contracts. Written agreement for each significant customer engagement
- Contractor agreements. Written terms for freelancers and external contributors
- Intellectual property assignment. Confirms the company owns the IP created by founders, employees, and contractors
- Employee agreement (employment contract). Legally required for every employee
- Confidentiality agreement (NDAs). Protects sensitive information shared with employees, contractors, investors, and partners
Each of these documents below is explained in turn, with notes on when it becomes urgent, the common pitfalls, and what typically goes wrong without it.
1. Shareholders’ agreement
A shareholders’ agreement is a legally binding contract between the company’s shareholders (and usually the company itself) that sets out how the business is controlled, how decisions are made, how shares can be transferred, and what happens on exit. It complements the company’s constitution, but goes much further into the commercial reality of running the business.
When it becomes urgent: the day there is a second shareholder. A solo founder does not need one; the moment a co-founder, family member, or investor joins, the conversation should happen.
Common pitfalls: relying on a generic template that does not address your specific reserved matters, deadlock mechanics, or exit terms. The cost of a tailored agreement (€2,500 to €6,000 typically) is dramatically lower than the cost of resolving a dispute later.
2. Website terms of use
Sets the legal terms under which visitors and users can interact with your website. Covers acceptable use, intellectual property in your content, limitation of liability, governing law, and how to contact you for legal issues. Mandatory in practice for any business operating a public website, even though it is not strictly required by Irish statute.
When it becomes urgent: before your website goes live. Most modern Irish websites have terms of use, and visitors expect them. Searching the footer of competitor sites for inspiration is a reasonable starting point, although the document should be tailored to your specific business model.
Common pitfalls: copying terms of use wholesale from a foreign site and ending up with United States legal references that have no application in Ireland.
3. Terms and conditions of sale
The contractual basis on which you sell goods or services to customers. Covers what you are selling, price, payment terms, delivery, warranties, returns, limitations of liability, and dispute resolution. For B2C sales, consumer protection law overrides some clauses; for B2B sales, the terms are more flexible.
When it becomes urgent: before the first significant sale. A clear set of terms and conditions protects your business when a customer disputes an invoice, claims a faulty product, or refuses to pay.
Common pitfalls: not making the customer accept the terms before purchase (a checkout tickbox, a signed quote, or referenced in the order form). Terms that no one has agreed to are worth very little in a dispute.
4. Privacy policy
A privacy policy is legally required under the General Data Protection Regulation (GDPR) for any business processing personal data of individuals in the EU. The policy must explain what personal data you collect, why you collect it, the legal basis for processing, who you share it with, how long you retain it, and the data subject’s rights.
When it becomes urgent: from the moment you have any website visitors, customers, or email subscribers. There is no grace period under GDPR; missing or inadequate policies are a recurring source of complaints to the Data Protection Commission.
Common pitfalls: a generic privacy policy that does not actually describe what your business does with personal data. The Data Protection Commission cares more about accuracy than length.
5. Cookie policy
Required under the EU ePrivacy Directive (and equivalent Irish regulations) for any website using cookies or similar tracking technologies. The cookie policy must list the cookies, explain their purpose, and obtain valid consent for non-essential cookies before they are set.
When it becomes urgent: at website launch, with a cookie consent banner that meets the current standard (no pre-ticked boxes, clear accept/reject options, equal prominence to both).
Common pitfalls: deploying a banner that loads tracking cookies before the visitor has consented, or using “implied consent” language that has been explicitly rejected by the Data Protection Commission as inadequate.
6. Customer contracts
A written agreement for each significant customer engagement, signed by both parties. For low-value transactional sales, the terms and conditions of sale are usually sufficient. For larger or longer-term engagements (a SaaS contract, a managed service, a custom development project), a tailored customer contract sets out scope, deliverables, timelines, pricing, change control, and termination.
When it becomes urgent: before the first significant contract worth more than around €5,000 or running longer than three months.
Common pitfalls: relying on an exchanged email or PO without a clear scope; not pinning down what happens if either side wants to terminate early.
7. Contractor agreements
A written agreement with each freelancer or external contractor working with the business. Covers scope of work, deliverables, payment terms, IP ownership, confidentiality, and the basis of the engagement (clearly contractor, not employee).
When it becomes urgent: before you bring on a first contractor. The distinction between contractor and employee in Irish law is consequential; the Revenue Code of Practice for Determining Employment or Self-Employment Status sets out the tests, and a written agreement that clearly identifies the relationship as contractor is a key piece of evidence.
Common pitfalls: paying contractors as employees (via payroll) without realising the implication, or paying employees as contractors without the substance of an independent business relationship.
8. Intellectual property assignment
An IP assignment confirms that intellectual property created by founders, employees, and contractors belongs to the company, not the individual. Without an explicit assignment, the default position in Irish law can leave ownership unclear, particularly for code written by a contractor or design work done by a freelancer.
When it becomes urgent: at incorporation for founder IP, at hire for employee IP, and at engagement for contractor IP. Investors during due diligence will check that every contributor has signed an IP assignment; gaps slow or kill funding rounds.
Common pitfalls: assuming the company owns code or designs without a signed assignment. An employment contract usually includes an IP assignment clause; contractor agreements often do not unless drafted with this specifically in mind.
9. Employee agreement (employment contract)
An employment contract is legally required for every employee in Ireland under the Terms of Employment (Information) Act 1994. The written statement must include job title and duties, start date, place of work, hours of work, pay, holidays, notice periods, and a reference to any disciplinary or grievance procedure. Many Irish employers issue a more detailed contract covering confidentiality, IP, non-compete provisions, and ongoing obligations on termination.
When it becomes urgent: on the first day of employment for every staff member. The Workplace Relations Commission can award substantial compensation against employers who fail to provide the required written statement within the statutory five days.
Common pitfalls: oral agreements with the first one or two employees that are never documented; non-compete clauses that are too broad to be enforceable in Ireland.
10. Confidentiality agreements (NDAs)
A non-disclosure agreement protects sensitive information shared with employees, contractors, investors, and prospective partners. Most NDAs are mutual (each side undertakes to keep the other’s confidential information confidential) and time-limited (typically two to five years after termination of the relationship).
When it becomes urgent: before sharing genuinely confidential information with any third party who is not already bound by an employment contract or contractor agreement.
Common pitfalls: presenting NDAs to professional investors (who routinely refuse to sign them), drafting NDAs so broad that they cover information that is not actually confidential, or using NDAs without follow-through on how confidential information is actually protected day to day.
How urgent is each document, and when do you need it?
| Document | Legally required? | Trigger point |
| Shareholders’ agreement | Recommended | Second shareholder joins |
| Website terms of use | Recommended | Website goes live |
| Terms and conditions of sale | Recommended (consumer protection law applies regardless) | First significant sale |
| Privacy policy | Required (GDPR) | Any personal data processing |
| Cookie policy | Required (EU ePrivacy) | Website uses cookies |
| Customer contracts | Recommended | Contract value above ~€5,000 or duration above 3 months |
| Contractor agreements | Recommended | First contractor engagement |
| IP assignment | Recommended | Founder/employee/contractor creates IP for the business |
| Employment contract | Required (within 5 days of start) | First employee starts |
| Confidentiality agreement (NDA) | Recommended | Sharing genuinely sensitive information with a third party |
Should you use templates or pay a solicitor?
For the lowest-risk documents (website terms of use, basic NDAs, cookie policies) a good template adjusted for your specific business is often adequate. For anything where the stakes are higher (shareholders’ agreement, employment contracts, IP assignment, customer contracts above a meaningful value) the right answer is to engage a solicitor with relevant Irish corporate or commercial experience.
Indicative costs from Irish solicitors specialising in startup work:
- Privacy policy and cookie policy package: €500 to €1,500
- Website terms of use: €300 to €800
- Standard terms and conditions of sale: €500 to €1,500
- Employment contract template (with handbook): €800 to €2,500
- Contractor agreement template: €400 to €1,000
- Shareholders’ agreement (small private company): €2,500 to €6,000
- Tailored customer contract: €1,500 to €5,000 depending on complexity
Most Irish startups can complete the core stack for around €5,000 to €10,000 if they invest deliberately rather than piece things together as needed. The cost of doing it properly is meaningfully less than the cost of resolving a single significant dispute later.
The order to tackle them
If you are starting from scratch, work through them in this priority order:
- Privacy policy and cookie policy (required from day one if you have a website)
- Employment contracts (required from day one of any employment relationship)
- Shareholders’ agreement (before any meaningful business activity if more than one founder)
- Website terms of use and terms and conditions of sale (before the website launches)
- IP assignment provisions in all founder, employee, and contractor agreements
- Customer contracts (as the first significant contracts come into view)
- Contractor agreements (as you start engaging freelancers)
- NDAs as needed
Most of this work can be done in a focused six-week project alongside an experienced solicitor, with the cost spread over the same period.
If you would like a structured conversation about which of these documents you have, which are missing, and how to prioritise the gaps, that is exactly the kind of work we coordinate with our solicitor partners. Book a no-pressure call with Kinore and we will run through your specific position and connect you with the right legal expertise to fill the gaps.
Frequently asked questions about legal documents for Irish startups
Can I run my business with template documents only?
For very small, low-risk businesses, possibly. For anything with employees, multiple shareholders, significant customer contracts, or external investors, working with a solicitor on at least the high-stakes documents is strongly recommended. Templates are a useful starting point but not a substitute for advice on a tailored document.
Are NDAs enforceable in Ireland?
Yes, provided they are reasonable in scope, time period, and the type of information protected. Overly broad NDAs (covering all information indefinitely, with no proper definition of “confidential information”) are sometimes struck down by Irish courts as unenforceable. A well-drafted NDA from a solicitor is materially more enforceable than a one-page template.
Do I need a different employment contract for each employee?
The terms can be similar, but each contract needs to be issued individually and reference the specific role, pay, and start date. A good employment contract template makes this easy: the bulk of the document is identical across employees, and you customise the specifics.
What’s the difference between a contractor agreement and an employee agreement?
The legal substance, not just the document title. A contractor genuinely operates an independent business, controls their own work, takes financial risk, and can substitute themselves if needed. An employee works under the employer’s direction, is integrated into the business, and is paid a regular wage. Calling someone a contractor in a written agreement does not make them one if the substance of the relationship is employment, and Revenue can re-categorise the relationship retrospectively with significant tax consequences.
How often should I review these documents?
Every two to three years for static documents (terms of use, cookie policy, shareholders’ agreement) or whenever the underlying law changes materially. Customer contracts and employment contracts should be reviewed annually to make sure pricing, scope, statutory rights and operational realities still match the document. A short annual review usually saves work over time.
The information provided in this article is for general guidance and informational purposes only. It does not constitute professional accounting, tax, or financial advice, and should not be relied upon as a substitute for advice tailored to your specific circumstances. While we take care to ensure the content is accurate and up to date at the time of publication, legislation, tax rates, thresholds, and compliance requirements in Ireland can change.
