Setting up an Irish Limited Partnership

The Limited Partnerships Act 1907 regulates partnerships in which some members have limited liability for the debts of the partnership as their liability is limited to the extent of the amount of capital contributed by them to the partnership.

A partnership may be made up of natural persons and bodies corporate.

It is not a separate legal entity and accordingly has no legal personality separate and distinct from the partners who form the partnership. Therefore the partners can be sued in their own names.

To form a limited partnership in Ireland, the partnership must have at least one general partner (who is liable for all the debts and obligations of the firm) and one limited partner. The maximum number of partners generally is 20.

To ensure that the limited partners liability is limited the partnership must be registered with the Companies Registration Office (CRO) and so the appropriate forms must be completed, signed and filed together with the filing fee due at that time.

The partnership must register a business name with the CRO if it conducts business using a business name which does not consist of the true surnames of the partners who are individuals and the corporate names of the partners that are companies. The use by 2 partners, Trump and Walley, of the business name “Trump Walley & Company” or Trump Walley & Co” must be registered as there is an addition to the partners names.

Registration of a business name does not give a monopoly in the use of that name.

Limited partners may not play any role in the management of the partnership, so all partners should take care not to breach this obligation as to do so could expose the limited partners to unlimited liability

If a company is the only general partner the European Communities (Accounts) Regulations 1993 apply so Financial Statements have to be prepared, certified to be true copies by two of the partners authorised to do so and filed with the CRO no later than 6 months after the end of the partnership financial year.

Partners are also obliged to file annual income tax returns on a calendar year basis with the Irish Revenue Commissioners.

Leave a Reply