Changes in partnerships registration rules in Ireland
In December 2017 the Companies registration office (CRO) implemented some amendments regarding requirements for registration of limited partnerships (LPs) in Ireland. These amendments concern requirements to the partners that form an LP, the list of documents necessary for the registration of the LP and the procedure of submission of such documents to CRO.
In accordance with Limited Partnership Act 1907 any LP can be comprised of both private individuals and bodies corporate of any residence. At least 1 general and 1 limited partner shall be involved in a structure of the LP. General partner is liable for all obligations of the LP and is responsible for management of the LP, including the right to act on behalf of the LP in any transactions. Limited partner is liable for the obligations of the LP within the amount of its contribution to LP’s assets.
New requirements of CRO firstly concern private individuals who are not residents in European Economic Area countries. Such persons shall obtain the permission of the Minister for Justice and Equality in order to be a general partner of the LP and present it to the CRO together with the registration form. Such permission for private individuals can be proved by GNIB card (before December 2017) or IRP (after December 2017), as well as by Green Card/Green book.
If a body corporate not registered in Ireland decides to participate in an LP as a general or a limited partner, it will have to present to CRO the following documents together with the registration form:
- A certified copy of the memorandum and articles of the company, or other instrument defining the constitution of the company (in the original language).
- A copy of the certificate of incorporation of the company.
- A copy of any documents stating any name changes of the company.
- Translation of all abovementioned documents into English or Irish language.
It is important to mention that the essential requirement of CRO to general partners of the LP that are limited liability companies not registered in Ireland is to have a branch in Ireland. This requirement currently is not established by any law, but CRO reserves a right to reject the registration of any LP in case if it doesn’t comply with the registration rules (including a branch as a method to prove the intention to operate the business in Ireland).
In the light of recent changes in Ireland the following instruments of running international business will be effective:
- Irish LP with all partners that are bodies corporate (such structure shall file accounting records to the CRO);
- Irish LP with a general partner who is a private individual resident in the EU and a limited partner that is a body corporate (no requirement to file accounting records);
- Irish LP with a general partner who is a private individual resident in the EU and a limited partner that is an offshore company (no requirement to file accounting records).