Legislation proposals require 1907 Limited Partnerships to maintain a continuous connection with Ireland. Currently a partnership can change its initial registration address and move its principal place of business (PPOB) to outside Ireland.
However the proposals require a Partnership to have an Irish registered office or a PPOB in Ireland.
To register a Partnership applicants must now demonstrate that the Partnership will have at least one General Partner (GP) that is a resident of a European Economic Area (EEA) throughout the partnership’s existence.
A body corporate can act as a GP to a Partnership.
The name of a Partnership must end with ‘limited partnership’, ‘lp’ or l.p.’ or their Irish equivalents.
For the registration of a Partnership, firms will need to complete a prescribed form supplying information such as the name, address, registered office of the Partnership, the GP and the limited partners. The registration of a Partnership will take effect from the date on the certificate of registration and Partnerships must notify the Irish Companies Registration Office (CRO) of any changes to the registered information within 14 days.
Proposals require Partnerships to submit an annual confirmation statement by 1 July each year to verify their registered information. Failure to comply could result in the Partnership being removed from the register, thereby losing limited liability protection for its limited partners.
A GP is required to maintain a register of non-EEA partners and their beneficial owners and to deliver details of the non-EEA partners and their beneficial owners to the CRO who shall maintain a register. A GP is required to deliver the information to the CRO within 6 months from the registration of a new Partnership or otherwise within 12 months of a Partnership receiving a re-registration notice from the CRO.
Upon commencement of the new legislation the CRO has 30 months to identify and remove Partnerships registered under the 1907 Act that have ceased operations. Existing Partnerships will be notified by the CRO to re-register a Partnership and failure to re-register within 12 months may at the discretion of the CRO result in its removal from the register.