Reforms to registration of limited partnerships and business names

Reforms to registration of limited partnerships and business names

New requirements are to be introduced to the process of registering limited partnerships and business names.

The Miscellaneous Provisions (Registration of Limited Partnerships and Business Names) Bill will repeal and replace the existing Limited Partnerships Act 1907 and the Registration of Business Names Act 1963.

The bill will introduce additional information and reporting requirements and additional powers for the registrar, consistent with those that apply to companies, to ensure the integrity of the registers is upheld.

There will also be verification of the identity of partners, whether natural or legal persons; a register of beneficial ownership of partners of a limited partnership incorporated or administered outside the EEA; a requirement to have at least one EEA-resident general partner for the duration of a limited partnership; and a requirement for an ongoing connection with the State for the duration of a limited partnership, via a registered office or place of business in the State.

Limited partnerships and business names registered under the 1907 Act and 1963 Act will be required to comply with the new registration requirements within 12 months of the notice from the registrar (to be issued within 30 months of commencement of the new Act).

Enterprise, trade and employment minister Peter Burke said: “This is a very worthwhile and keenly anticipated legislative measure, which I am committed to bringing to fruition at the earliest opportunity.

“The objective is to ensure that the limited partnership model remains an attractive investment vehicle for legitimate business activity. The proposed legislation also fulfils the commitment made by this government to address concerns raised regarding the transparency of limited partnerships as a result of the ‘Pandora Papers’ released in 2021.

“The bill will ensure that Ireland, as a leading investment fund and management company domicile, maintains its competitiveness with other jurisdictions which have already modernised their limited partnership legislation.

“The modern, fit for purpose instrument envisaged will maintain trust in both registers and will be a valuable addition to my department’s ongoing legislative reform initiative, to support Ireland’s reputation as a well-regulated and ‘best-practice’ environment in which to establish and conduct business.”

Dara Calleary, the minister of state for trade promotion, digital and company regulation, said: “I am very pleased to welcome this announcement today.

“I am conscious that the limited partnership model has been a popular investment vehicle here since the early 1900s. However, I am also mindful of the need for an updated legal framework to reflect today’s modern business practices and the public appetite for greater transparency, particularly in light of some concerns raised regarding limited partnerships.

“I welcome that the nature of the limited partnership remains unchanged. This will ensure the capacity of partners to design private contractual agreements to achieve legitimate investment objectives.

“This bill strikes the right balance between appropriate levels of transparency as to persons and activities behind registered business names and limited partnerships, without creating an undue administrative burden or damaging the legitimate use of either framework.”

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