Limited Partnership (LP)

Over the last decades, Ireland has managed to transition from being one of the most economically backward European nations to become one of the leading countries in the European Union. The secret to Ireland’s great economic progress is its low tax rates and partnership jurisdictions which are in favour of foreign business entities. 
Limited Partnerships in Ireland are governed by the terms and conditions stipulated in The Limited Partnership Act 1907. The most peculiar attribute of Limited Partnerships is that the partners have limited liability for the debts of the company. Unlike general partnerships, Limited Partnerships are not considered as separate legal entities in Ireland. 
Normally, an LP can have as many partners, but they should not exceed 20 people. The only exceptions are organizations carrying out banking activities, these should not exceed a maximum of 10 people. LPs are obliged to have a minimum of one general partner as well as not less than one partner bearing limited liability.
It is mandatory for general partners to bear responsibility for the liabilities and obligations of the company. Limited partners invest a stipulated amount of money as capital. As mentioned earlier, they are immune to debts incurred by the enterprise that exceed the value of their investment. Both individuals and commercial companies can be part of such a partnership. Financial services companies and barristers can alternatively formulate Investment Limited Partnerships (ILPs) to run their business affairs. This type of entity is also legally binding as stipulated by the Legal Services Act.
How does a non-EEA national register as a partner?
General partners who are not citizens of the EEA can only commence business in Ireland after getting approval from the Minister of the Department of Justice and Equality where they are given a certificate registration or a Greenbook filled with a form.
In the case that the general or limited partner is a company that isn’t registered on the Irish register, the application form should also be submitted along with:

  • Certified or authenticated copy of the by-laws, Charter, Memorandum and Articles, Statutes of a company, or other similar document in the original language;
  • Copy of a registration certificate of a company;
  • Copy of registration certificates regarding any changes in name of a company.

In the case that the documents were not written in English, a certified translation to English or Irish is mandatory. All the proceedings of the application process should also follow the requirements of Part 21 of the Companies Act dated 2014. 
For more details and further assistance in the formation of a Limited Partnership, you can contact our specialists at SIGTAX.

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