The Irish limited partnership is a form of organizing a business that requires at least 2 participants, where one of them is a general partner, while the other is the limited one. Our experts in company formation in Ireland can assist with the establishment of this type of partnership and can offer advice on the types of activities it is suited for.
| Quick Facts | |
|---|---|
| Support in registering an Irish limited partnership (YES/NO) | Yes, our Irish company formation agents can assist with the creation of such a partnership. |
Main features | The limited partnership is a business form without a legal personality, and it must have members with limited and unlimited liability. |
Applicable law | The 1907 Limited Partnership Act. |
| Minimum number of general partners | One. |
| Minimum number of limited members | One. |
| Maximum number of partners | The maximum of a limited partnership is 20. |
| Special requirements (if any) | In the case of banking partnerships, the maximum number of members is 10, while for a loan finance business, it is 50. |
| Types of partners accepted | Natural persons and corporate bodies can set up limited partnerships in Ireland. |
| Who ensures the management of an Irish limited partnership? | The general partner. |
| Local address required (YES/NO) | Yes, this is an important requirement to register a limited partnership. |
| Registration authority | The Companies Registration Office.
|
| Documents required for registration | – ID/passport/Registration Certificate of the partners, – Form LP 1 for registration,
– Form LP3 for the financial contribution of each member. |
| Special approval (if any) | Yes, approval from the Ministry of Justice is required if the partnership has non-EU partners. |
| Registration timeframe (approx.) | 5 to 10 working days. |
| Taxation | The partnership is not subject to taxation, the partners will pay the income tax in accordance with the legal form. |
Table of Contents
The Limited Partnerships Act in Ireland
The Limited Partnerships Act is one of the oldest legal frameworks attesting to the formation of partnerships in Ireland. The law provides for the registration of limited partnerships in Ireland. The Irish legislation on limited partnerships stipulates that two or more natural persons or corporate bodies can open a limited partnership. This type of entity does not have a separate legal personality from its owners. The partners may be local or foreign citizens or companies.
For information about the provisions of the legal framework on limited partnerships, you can refer to our Irish specialists in company formation.
Registration requirements for an Irish limited partnership
The main difference between the Irish general partnership and a limited one resides in the status of the partners. In an Irish limited partnership, at least one of the partners must be a general partner, while the others are limited partners. While the general partner will have unlimited liability for the Irish company’s debts and responsibilities, the limited partner’s liability will be limited to the extent of their capital contributions. Another difference between the general and the limited partner is that the first one has managerial rights over the company, compared to the latter one which does not have such rights. Other requirements to open a limited partnership in Ireland are:
- the company must be registered with the Companies Registration Office in Ireland,
- it must have a registered address in Ireland.
For company registration services, you can request the help of our experts in Ireland.
Minimum and maximum number of participants in a limited partnership
The limited partnership in Ireland requires meeting special conditions when it comes to the number of participants, as follows:
- while the minimum number of partners is 2, the maximum is 20, with a few exceptions;
- one exception is the banking partnership, which requires a maximum of 10 participants;
- if the entity is organized as an investment and loan finance partnership, the maximum number of participants accepted is 50.
Feel free to address our local specialists if you want to set up a company in Ireland and decide on the limited partnership as a business vehicle.
Who can participate in an Irish limited partnership?
Limited partnerships in Ireland can have both natural persons and companies as participants. They can be Irish or foreign citizens. The same applies to businesses – they can be domestic or foreign-owned enterprises.
When it comes to foreigners, it is also possible for non-EU citizens and companies, including Swiss ones, to establish limited partnerships in Ireland. In this case, the general partner must obtain permission from the Minister for Justice, Home Affairs and Migration and Equality to set it up. The document must be added to the application file. In the case of natural persons, a temporary residence certificate must also be obtained from the same authority. This requirement no longer applies if the person has a residence permit.
Here is also a video on this business form:
Documents related to the formation of a limited partnership in Ireland
The following documents must be submitted to the Trade Register upon the incorporation of a limited partnership in Ireland:
- the IDs or passports of all partners,
- Form LP1 is required, which is the Application for the registration of a limited partnership;
- Form LP3 Statement of the capital contributed by the limited partners.
When one of the partners is a company, Forms LP1 and LP3 can be signed by adding the company seal to them. The affixing must be done in the presence of two directors, or one director and the secretary, in accordance with Section 43 in the Companies Law. Also, the first form must also contain the main place of business of the partnership. This must be a physical address where the activities of the general partners are completed.
Companies must also submit their Certificates of Registration, as well as a copy of the Constitutive document. Foreign-issued papers must first be translated and authenticated before submission. Our company registration consultants in Ireland can assist with the preparation of additional documents.
For assistance in opening a limited partnership in Ireland and for details about the taxation of this type of company, please contact our local agents.