Ireland Limited Partnerships

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Setting up your business in Ireland

Advantages to Register in Ireland

With a limited company in Ireland, you can avail of the following advantages:

• easily trade services and/or products within Europe.
• benefit from low corporate tax rate, network of double tax treaties and other tax incentives.
• be part of a thriving entrepreneurial community.
• avail of an English speaking educated mobile workforce.
• benefit from pro-business state and semi-state initiatives to support start-ups in Ireland with practical and financial assistance.

Ireland is also becoming increasingly attractive as a holding company location for foreign investors particularly where it is combined with a trading activity such as headquarter activities, treasury or research & development:

Why do so many multinational corporations have international headquarters in Ireland?

Ireland is a member of the European Union and the European Economic Area (the “Euro Zone”) which allows for easy trade of services and products throughout the EU, as well as other supports available from agencies supporting businesses in the area.

In Ireland a limited liability company enjoys low corporate tax rates & beneficial cash flow. Ireland’s Corporate Tax Rate of 12.5% is one of the lowest in the World. A 0% rate is also available, though subject to conditions and the benefit is limited to the number of employers PRSI paid on staff salaries. You may also qualify for tax incentives for holding/headquarter companies and benefit from the Network of Double Tax Treaties that reduce withholding taxes.

Government Policies in Ireland favour foreign investment, including R&D activities through IDA Ireland, Shannon Development and Enterprise Ireland.

Limited Partnership

A limited partnership (“LP”) is governed by The Limited Partnership Act 1907. An LP does not have a legal personality separate from its partners and only the limited partners can benefit from limited liability. An LP must comprise at least one partner with unlimited liability, known as a general partner, and at least one limited partner whose liability is limited to the amount of capital it contributes to the partnership. The partners will enter into a partnership deed, which sets out the basis on which the LP is to be organised and their respective rights and obligations as partners.

The Partners

A partnership is where a minimum of two persons conduct business with a view to making a profit. It must consist of at least two persons and there is normally a maximum of 20.

Certain financial partnerships may however have up to 50 members. A partnership can be made up of natural persons and bodies corporate. It is not a separate legal entity - that is to say, a partnership has no legal personality, separate and distinct from the various partners which comprise the partnership. A partnership that adopts a name that does not consist of true names of the partners without any addition must register the name as a Business Name.

The Limited Partnership Act 1907 facilitates the creation of a partnership in which some members have limited liability for the debts of the firm. Their liability is limited to the extent of their contribution. As with a general partnership, a limited partnership is not a separate legal entity.

A limited partnership must consist of at least one general partner and one limited partner. The partnership should not consist of more than 20 persons or, if carrying on the business of banking, of more than 10 persons. The general partner(s) is/are liable for all the debts and obligations of the firm. The limited partners contribute a stated amount of capital and are not liable for the debts of the partnership beyond the amount contributed.

A limited partnership must be registered with the CRO and in accordance with the 1907 Act; otherwise the partnership is a general partnership. As the liability of the general partner is unlimited, limited liability companies are often used in this role, thus limiting the liabilities of any shareholders in the general partner.

Irish Limited Partnership

Relevant Features

Capital - The minimum capital contribution is EUR 2.

Restrictions on Trading - Banking, insurance, assurance, reinsurance, fund management, amongst others.

Directors - Not Applicable.

Designated Members - The minimum number of designated members is two (designated members are analogous to the executive directors of a company).

Publicly Accessible Records - Yes.

Nominee Designated Members - Allowed.

Location of Meetings of Designated Members - Anywhere.

Taxation - Fiscally Transparent.

Double Taxation Treaty Access - No.

Requirements to File Accounts/Reports - Limited Partnerships, where all the general partners are limited companies, are obliged to return accounting documents under European Communities (Accounts) Regulations 1993. A Partnership where all the members (partners) thereof who do not have a limit on their liability are companies limited by shares or by guarantee are obliged to file financial statements. If all the partners are individuals the Partnership does not have to file financial statements.

Language of Name - English.

Restricted Words - Words such as “Assurance”, “Bank”, “Building Society”, “Royal”, “Trust Company”, “Trustee Company” etc. will require justification.

Name of aPartnership - The words “Limited Partnership” or “LP” must be part of the name of every company.

Time to Incorporate - Two days.

Personal Presence Required - No.

The Irish Limited Partnership
One of the Best Tax Planning Solutions

In general, Ireland is a jurisdiction with a standard level of taxation. However, Irish legislation provides the opportunity for registration and operating of companies with a zero rate of tax – the Limited Partnerships (L.P.)

An Irish L.P. with foreign members, which does not carry on a business in Ireland and derives no income on territory of Ireland, is not liable to tax in Ireland. According to the tax laws of Ireland, a L.P. is not considered as a separate subject of taxation. The founders should pay taxes from the profits received by the L.P. in their place of residence in proportions according to their share of interests belonging to them in the L.P.

As an example, an Irish L.P. with a General Partner resident in offshore, such as in the Seychelles, and which receives the income only outside of Ireland, will not be assessed for tax. Taxes will be paid by the members in the country of their residence if it is stipulated by the legislation of that specific country.

The favourable tax regime of L.P. companies does not eliminate the requirements for preparation of financial statements. Every L.P. is obliged to prepare financial statements, and the relevant Partnership Tax return must be filed annually with Irish Tax Revenue.

The Irish Partnership Act

Foreign investors who intend to open companies in Ireland have a wide variety of business structures to choose from. Among the types of companies available for registration in Ireland are also partnerships. The legislation distinguishes between several types of Irish partnerships:

– general partnerships,
– limited partnerships,
– investment limited partnerships.

The general partnership in Ireland falls under the regulations of the Partnership Act of 1980. General partnerships offer different advantages to foreign investors starting with tax benefits and less disclosure requirements. If you need assistance to start a general partnership you can request the services of our Irish specialists in company formation.

The Investment Limited Partnership

Long-overdue reforms to the Irish investment limited partnership could help Ireland remain at the forefront of the continuously evolving international funds sector.

There has been a renewed focus in recent months on the importance to Ireland of a suitable regulated fund platform through which private equity investors can invest. The lack of a suitable investment limited partnership structure is possibly the biggest gap in Ireland’s financial services offering and getting it right is critical. There is a feeling that we are close to that point now.

Under current rules, Irish investment funds can be established as an investment company, a unit trust, an investment limited partnership, a common contractual fund or an Irish collective asset-management vehicle. However, the private equity sector has traditionally utilised investment limited partnership structures for their investments.

Uses of a Limited Partnership

Due to the advantages noted above, limited partnerships are widely used in the alternative investments sector and are particularly attractive to the private equity sector. The US private equity market has a long-established history of investing through Delaware and Cayman limited partnership structures and in more recent times, it has moved to set up regulated structures in the European Union to secure access to the European market.

How LSC & PARTNERS can Help You!

Should you wish to register or consider Ireland as the jurisdiction where to register your International Business Company, our Business Development Team will be ready and available to provide you all relevant information about Ireland Advantages and Pricing.

Why LSC & Partners

What separates us from our competitors is that our services don’t end with the registration of your company. We offer a wide range of additional services others can’t or just won’t offer, such as lifetime free support.
Whilst most providers either specialise on personalized consultation at relatively high rates or run bulk registration factories without any support, we want to offer the positive aspects of both types. Therefore LSC & PARTNERS combines professional advice, worldwide registration services, reasonable fees, customized order processing, lifetime support and fast processing. Where others see company formation services as a bulk registration with no support and no individual assistance, we do care about your business needs.

Should you have any question or matter
You would like to discuss or clarify with us

or

Should you like to receive full information Report
on this jurisdiction

Our Business Development Managers Team will be ready to guide and assist you!