Limited Partnership (LP) in Ireland

Limited Partnership (LP)

Two persons (and usually up to 20 persons) can form a partnership to do commercially efficient business and gain profit.

Such type of partnerships as financial one can comprise maximum of 50 persons. Natural and legal persons can be involved in a partnership. It does not have legal personality irrespective of its partners and can not be considered as a separate legal person. In case of a partnership’s name, consisting of actual names of limited or general partners, provided that there is no addition, it can conduct activities under this name, but if a name is different, a Business Name should be registered.

Such legislative act as the Limited Partnership Act of 1907 supports and promotes formation of a limited partnership. Participants of above partnership are subject to limited liability depending on the extent of money or assets contribution. It is also not an independent legal person.

Composition of above partnership must be as follows: minimum 1 general partner and 1 limited partner. It should not have more than 20 persons as members or in case of banking activity - more than 10 persons. General partners are responsible for all obligations and debts of an enterprise. Limited partners are responsible for obligations and debts of an enterprise within an amount contributed.

To be not a general partnership, but a limited one, LP should be registered in the Companies Registration Office of Ireland according to the Limited Partnership Act dated 1907.

Necessary stages

Registration fee must be paid and the following forms must be filed with the Companies Registration Office of Ireland to establish a LP:

➯ Form LP1, that is an application for LP registration to be signed by both general partners and limited ones.

➯ Form LP3, that is a statement on the contributed amount of capital by limited partners to be signed by one general partner.

Non-EEA citizen as a partner

General partner, who is not an EEA citizen tending to start a business in Ireland, needs to get a permission of the Minister of the Department of Justice and Equality. The foregoing can be a certificate of registration (that is a GNIB card) or Green Card/Green book that is filed with a form.

In case a company not registered with the CRO is a general partner or a limited one, the following documents must be submitted:

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

A certified translation in Irish or English is required. Part 21 of the Companies Act dated 2014 and requirements for foreign limited liability companies to establish a branch are also to be taken into account.

Law&Trust International offers registration of a limited partnership in Ireland, as it implies the following advantages:

1. Favorable tax regime. There is no obligation to pay taxes under certain conditions.
2. There is no obligation to file a report with tax authorities.
3. Wide range of banks to open an account for a company.
4. Information on beneficial owners is not publicly available.