Dechert Responds to Ireland’s Public Consultation on Reform of the Limited Partnership Framework

In August 2026, Dechert responded to the Department of Enterprise, Tourism and Employment’s (the “Department”) Public Consultation on the Reform of the Limited Partnership Framework (the “Consultation”) – which Consultation focused on a set of proposed amendments to the Limited Partnerships Act 1907 (the “1907 Act”).

While limited partnerships formed under the 1907 Act have proved useful for a narrow set of private fund purposes, various aspects of the current regime are considered outdated and out of step with modern practice and international standards for private funds – unsurprising given the governing legislation is older than the State itself.

The progress of this Consultation, together with the recent reform of the Central Bank of Ireland’s AIF Rulebook and the Irish government’s Fund Sector Review 2030, illustrates Ireland’s continued focus on private capital, its desire to improve the available structures and to develop Ireland into a key domicile for private funds in Europe.

As a global law firm with a substantial private funds and investment management practice in Dublin (Dechert, for example, advised 25% of all private credit funds launched in Ireland in 2025), Dechert advises international and domestic sponsors, managers and institutional investors on the formation, structuring and operation of private funds and other investment vehicles, including limited partnerships formed under the 1907 Act, investment limited partnerships under the Investment Limited Partnerships Act 1994 (as amended) (the “ILP Act”), and comparable vehicles in the United Kingdom, Luxembourg, the Channel Islands, the Cayman Islands and the United States.

Our submission to the Department drew on that comparative experience across the key global private fund domiciles, as well as on detailed proposals which Dechert previously provided to the Department. We strongly support the Department’s objective of modernising the legislative framework governing limited partnerships in Ireland and enhancing the State’s competitiveness as a location for investment structuring. A modernised 1907 Act limited partnership, which is unregulated by the Central Bank of Ireland, would be an attractive structure for private fund managers and an international market-standard, complementary option alongside the regulated ILP Act limited partnership and the Irish Collective Asset-management Vehicle.

Our submission responded to each of the three policy areas under consideration in the Consultation, namely (A) whether the current limit on the number of partners should be increased, (B) how a statutory whitelist of limited partner activities should be framed and (C) how limited partners might be given greater flexibility to access capital. In summary, we recommended that the 20-partner limit be removed in its entirety, that the whitelist be universal in application and apply to all limited partnerships, and that the reform go beyond a controlled withdrawal mechanism to give full statutory recognition to the commitment and drawdown model on which modern limited partnerships are structured.

Our submission also set out further targeted amendments that we recommended for inclusion in the bill that will repeal and replace the 1907 Act. In making these recommendations we sought to draw on our international experience to help modernise the 1907 Act limited partnership and make it a real option for international market participants when setting up private fund structures.

Ireland, with net assets of Irish-domiciled funds now exceeding €5 trillion and private assets identified as a priority growth area in the Funds Sector 2030 review, is well positioned to capture a far greater share of the global growth in private capital activity – provided that the appropriate legal structures are available. These proposals and recommendations, if adopted, would have a transformative impact on the Irish private fund offering, completing the last key missing piece of the ‘structuring-options’ puzzle.

Our response to the Consultation is set out below

1. Introduction

We welcome the Department’s consultation of 7 July 2026 on targeted reforms to the limited partnership framework and strongly support the objectives identified: facilitating investment and ease of doing business, enhancing legal certainty and ensuring appropriate transparency and oversight. The limited partnership is the default legal form for private capital globally. Private equity, private credit, venture capital, infrastructure and real assets funds, together with the carried interest, co-investment, feeder and aggregator vehicles that sit alongside them, are overwhelmingly organised as limited partnerships. Ireland’s funds industry, with net assets of Irish-domiciled funds now exceeding €5 trillion and private assets identified as a priority growth area in the Funds Sector 2030 review, is well positioned to capture a far greater share of this private capital activity – provided that the appropriate legal structures are available.

The Limited Partnerships Act 1907 (the “1907 Act”), however, remains substantially in its original form and reflects assumptions about partnership capital, liability and publicity that pre-date the modern commitment-based private fund model by the better part of a century. In practice, sponsors who would typically favour Ireland for their investment fund business will instead routinely form English private fund limited partnerships, Luxembourg special limited partnerships (SCSp), Delaware limited partnerships or Cayman exempted limited partnerships instead. This is not because of tax or regulatory considerations, but because those regimes provide statutory certainty on points that the 1907 Act leaves unresolved. Each of those jurisdictions has modernised its partnership laws / statutes in the last two decades. Ireland modernised the Investment Limited Partnerships Act 1994 (as amended) (the “ILP Act”) in 2020 but has yet to modernise the 1907 Act.

The three policy areas identified in the consultation — the partner cap, a statutory whitelist and access to capital — are precisely the right starting points. If implemented in line with other jurisdictions, and supplemented by the further targeted amendments set out in section 7 below, they would transform the 1907 Act limited partnership into a viable, market-leading structure and give international market participants the confidence to choose Ireland as a matter of course rather than exception.

2. Executive Summary

Our principal recommendations are as follows:

• Policy Area A (Question: Do you consider that the existing 20-partner limit remains appropriate or should be increased to 149 (or another lower amount)?): the 20-partner limit should be removed in its entirety, consistent with the United Kingdom (which abolished the equivalent limit in 2002), Luxembourg, Delaware, the Cayman Islands, Jersey, Guernsey and the ILP Act, none of which imposes any cap. Substituting one fixed number for another merely replaces an outdated limit with one that will itself become outdated, and will perpetuate parallel-vehicle structuring and Ireland’s competitive disadvantage. The number of partners should be solely a matter for the partnership agreement.
• Policy Area B (Question: Do you support the introduction of a whitelist for limited partnerships, what types of activities should be included / excluded and should the whitelist apply to all limited partnerships?): we strongly support a statutory whitelist. It should (i) apply to all limited partnerships, not only investment structures; (ii) be expressly non-exhaustive, with a saving provision confirming that an activity’s omission from the list does not imply that it constitutes management; (iii) draw on section 6A of the Limited Partnerships Act 1907 (the “UK 1907 Act”) (inserted by the Legislative Reform (Private Fund Limited Partnerships) Order 2017), and section 6 of the ILP Act (as amended), each of which contains a whitelist of activities which a limited partner may carry out in a limited partnership without being deemed to take part in management of the partnership, and so without losing limited liability; and (iv) expressly permit the partnership agreement to specify additional activities that do not constitute taking part in management.
• Policy Area C (Question: Do you support introducing greater flexibility in relation to capital contributions and what safeguards should apply to protect creditors / maintain confidence in the structure?): the reform should go beyond a controlled withdrawal mechanism and give full statutory recognition to the commitment and drawdown model: (i) a person should become a limited partner on admission and registration, with no requirement to make any capital contribution at that time; (ii) a limited partner’s liability should be capped at its unfunded commitment (together with any amounts it has agreed to return under the partnership agreement); and (iii) contributions should be returnable, and distributions payable, throughout the life of the partnership in accordance with the partnership agreement, without loss of limited liability and without the statutory obligation to repay all amounts distributed. These matters should be governed by the partnership agreement and generally applicable law. No new statutory solvency mechanism, filing regime or clawback should be introduced. The UK model, which imposes none of these, has operated for nine years without creditor detriment. Such reform would bring this aspect of Ireland’s 1907 Act limited partnership in line with market expectations for private capital structures.
• Additional reforms (section 7): in addition to the policy areas being consulted upon, we wish to recommend the following additional reforms to help modernise Ireland’s 1907 Act limited partnership and make it a real option for international market participants when setting up private fund structures: winding up in accordance with the partnership agreement; removal of translation and notarisation requirements for limited partner constitutional documents; removal (or aggregation) of the public disclosure of individual limited partner capital contributions and restriction of public access to limited partner identities, in each case in light of the CJEU’s judgment in Joined Cases C-37/20 (WM v Luxembourg Business Registers) and C-601/20 (Sovim SA v Luxembourg Business Registers); statutory confirmation that a partnership may itself be a limited partner (consistent with BCM Cayman LP and BlueCrest Capital Management Cayman Ltd v HMRC [2023] EWCA Civ 1179 and the ILP Act); Gazette publication to follow rather than precede the relevant act and the removal of the Gazette advertisement requirement for assignments of limited partnership interests; modernisation of the stamp duty provision; and a statutory strike-off and deregistration procedure.

3. The International Benchmark

We set out below the comparative position against which the Irish reforms will be judged by sponsors and investors.

United Kingdom. Ireland inherited the same 1907 Act that the UK operates, but the UK has amended it twice in ways directly relevant to this consultation. First, the Regulatory Reform (Removal of 20 Member Limit in Partnerships etc.) Order 2002 abolished the 20-partner cap altogether. Secondly, the Legislative Reform (Private Fund Limited Partnerships) Order 2017 (the “UK 2017 Order”) created the private fund limited partnership (“PFLP”) designation for collective investment scheme partnerships.

For PFLPs, the UK 2017 Order:

• removed the requirement for a limited partner to contribute capital on admission;
• removed the statutory restriction on withdrawing capital, so that any capital contributed may be returned during the life of the partnership without the limited partner becoming liable for the amount withdrawn;
• inserted a non-exhaustive statutory whitelist of permitted activities as a new section 6A;
• disapplied certain Partnership Act 1890 duties not suitable to passive investors; and
• removed the requirement to advertise assignments of limited partnership interests in the Gazette as a condition of their effectiveness. The PFLP is now the default form for UK private funds and the reforms are widely regarded as having succeeded without any discernible prejudice to creditors.

Luxembourg. The 2013 reform introducing the special limited partnership (SCSp), modelled on Anglo-American limited partnership practice, imposes no cap on the number of partners, permits admission on commitment, allows distributions and returns of contributions as provided in the partnership agreement, contains a broad statutory whitelist and does not publish the identity of, or amounts contributed by, limited partners. The SCSp has been the single most utilised European fund vehicle launch of the past two decades, with tens of thousands formed since 2013, and is the principal structure to which Irish-managed private capital currently migrates.

Delaware and the Cayman Islands. Neither jurisdiction caps partner numbers; both permit admission on commitment, cap limited partner liability by reference to agreed contributions, allow distributions subject to statutory clawback only in defined insolvency-related circumstances, provide extensive whitelists and keep limited partner identities and contributions off the public record.

Ireland — the ILP Act. The Investment Limited Partnerships (Amendment) Act 2020 modernised the regulated Irish partnership vehicle along exactly these lines: no partner cap, admission on commitment, liability limited by reference to the partnership agreement, an expanded statutory whitelist and distributions in accordance with the partnership agreement. The 2020 reforms demonstrate that the Oireachtas has already accepted the core policy positions we advocate below for the 1907 Act.

4. Policy Area A: Maximum Number of Partners

Question A1: Do you consider that the existing 20-partner limit remains appropriate?

No. As the consultation paper itself recognises, the cap existed to address the procedural difficulty of needing to name every partner in proceedings that was resolved long ago by the rules of court permitting a partnership to sue and be sued in the firm name. The cap now serves no protective purpose for creditors, investors or the public.

Question A2: Would you support increasing the maximum limit to 149 partners? Alternatively, should it be increased by a lower amount (for example, to 50)?

Our strong preference is that the limit be removed entirely. No numerical cap applies to UK limited partnerships (since 2002), Luxembourg SCSps or common limited partnerships, Delaware limited partnerships, Cayman exempted limited partnerships, Jersey or Guernsey limited partnerships or Irish ILPs. A cap of any size is an outlier.

The proposed figure of 149 appears to be drawn by analogy with the member limit for private companies limited by shares. With respect, the analogy is misplaced: the company-law limit polices the boundary between private and public companies and interacts with prospectus and offering rules. No equivalent boundary exists for partnerships, and offerings of partnership interests are already governed by the Prospectus Regulation, AIFMD and related frameworks by reference to the nature of the offer and the vehicle, not the number of partners. A limit of 149 would still be exceeded routinely by funds of scale and by aggregator and feeder arrangements consolidating large investor bases.

For that reason we do not support substituting 149 for the current limit. Any fixed number chosen today is arbitrary, will be exceeded by legitimate structures and will itself become outdated. Deleting the cap also avoids the need for exceptions, transitional rules and future amending legislation that any replacement figure would eventually require.

Question A3: What impact would increasing the limit have on investment activity and use of limited partnerships in Ireland?

The impact would be immediate and practical. Today, any structure expecting more than 20 partners must either (i) form outside Ireland, (ii) fragment into parallel partnerships, duplicating formation, administration, audit and filing costs and creating cross-vehicle allocation complexity, or (iii) interpose feeder entities that add cost and tax friction. Each workaround is a reason to prefer a foreign vehicle at the outset. Removing the cap eliminates the single most visible structural defect of the 1907 Act, permits carried interest and employee co-investment vehicles (which frequently have well over 20 participants) to be formed in Ireland, and allows Irish-based managers to keep ancillary structures onshore alongside their regulated Irish funds. In our experience the partner cap is one of the first three questions international sponsors ask about the 1907 Act; at present the answer disqualifies the vehicle before the analysis begins.

5. Policy Area B: Statutory Whitelist of Permitted Activities

Question B1: Do you support the introduction of a whitelist for limited partnerships?

Yes, unreservedly. The absence of any statutory definition of “taking part in the management of the partnership business” is a source of legal uncertainty and, for institutional investors, a diligence item that must be papered with legal opinions and contractual protections on every transaction. Sponsors and investors are accustomed to the statutory safe harbours of the UK, Luxembourg, Delaware, Cayman and the ILP Act, and the lack of an equivalent in the 1907 Act is repeatedly cited to us as a reason to structure elsewhere. In our November 2024 proposals to the Department, we recommended this clarification, and we welcome its inclusion in the consultation.

Question B2: What types of activities should be included or excluded?

The list should be modelled on section 6A of the UK 1907 Act (as inserted by the UK 2017 Order) and section 6 of the ILP Act (as expanded in 2020), which reflect two decades of international drafting practice and are familiar to global investors. It should include, at a minimum:

• taking part in decisions to approve or authorise amendments to the partnership agreement, or waivers or consents thereunder;
• voting on, consenting to or approving changes in the general nature of the partnership business, its investment objective or policy, or its term, and the winding up, dissolution or continuation of the partnership;
• appointing, removing or replacing the general partner, the manager, an investment adviser, an auditor, a depositary or an administrator, and approving their remuneration or the terms of their engagement;
• serving on, appointing members to, or participating in any board, committee (including a limited partner advisory committee) of, or established by, the partnership, the general partner or the manager, and voting or otherwise acting in that capacity, including in relation to conflicts of interest, valuations and related-party transactions;
• consulting with, advising or making representations to the general partner, the manager or their delegates on any matter, including the business, accounts, valuations or prospects of the partnership or its investments;
• investigating, reviewing or approving the accounts, books, records or affairs of the partnership, and exercising any right to information;
• approving, consenting to or vetoing the acquisition or disposal of investments, borrowings, guarantees or the incurrence of indebtedness, where the partnership agreement so provides;
• taking part in decisions regarding the admission, withdrawal, substitution or default of any partner, changes in commitments or contributions, drawdowns, distributions and the terms of any subsequent closing;
• acting, or authorising a representative to act, as a director, member, officer, employee or shareholder of, or holding any interest in, the general partner, the manager or any of their affiliates or of any body corporate in which the partnership holds an interest;
• entering into contracts or transactions with the partnership or the general partner, including lending to, borrowing from, guaranteeing or providing collateral or credit support for obligations of, the partnership;
• bringing or defending any action or exercising or enforcing rights under the partnership agreement or any side letter or related agreement; and
• exercising rights or performing obligations in respect of any other partnership or vehicle in the same structure (including any feeder, parallel, master or holding vehicle).

Three drafting points are critical. First, the list must be expressly non-exhaustive, with a saving provision, in the manner of section 6A(4) of the UK 1907 Act, confirming that the omission of an activity from the list does not give rise to any presumption that it constitutes taking part in management. Secondly, the legislation should confirm that engaging in a listed activity does not of itself require the limited partner to be treated as taking part in management and that the partnership agreement may specify further activities that are not to be so treated: as we noted in our November 2024 proposals, limited partnership agreements typically contain a negotiated schedule of such activities, and the statute should accommodate rather than displace that practice. Thirdly, the provision should preserve the general partner’s exclusive authority to manage and bind the partnership, making clear that the whitelist confers no management rights on limited partners but merely confirms that the exercise of the listed rights does not forfeit limited liability.

We do not consider that a statutory “blacklist” of prohibited activities is necessary or desirable; no comparable jurisdiction adopts one, and it would reintroduce boundary uncertainty in a different form.

Question B3: Should the whitelist apply to all limited partnerships, or only to specific categories (for example, investment structures)?

It should apply to all limited partnerships. The issue, being uncertainty as to what constitutes management, is identical whether the vehicle is a fund, a carried interest vehicle, a property joint venture or a family partnership, and the passive investor deserves the same certainty in each case. Confining the whitelist to a defined category would (i) require a statutory definition of the category, itself a source of boundary disputes; (ii) create the negative implication, identified during the UK reform process, that undertaking a listed activity in a non-qualifying partnership does amount to management, leaving non-fund limited partners worse off than under the current law; and (iii) fragment the regime without any corresponding creditor benefit, since the whitelist does not affect the capital or liability rules. A single regime applying to all limited partnerships is simpler, more certain and more durable than any categorisation.

Question B4: What risks, if any, arise from introducing a whitelist, and how might these be mitigated?

The risks are limited and manageable. The principal theoretical risk is that third parties dealing with the partnership might be misled as to who controls it; this is mitigated by preserving the general partner’s exclusive authority and unlimited liability, by the register (which identifies the general partner), and by the general law of holding out, which is unaffected. A second risk is drafting that is too narrow or too rigid: this is mitigated by the non-exhaustive structure, the saving provision and the ability of the partnership agreement to supplement the list, each described above. We would caution against an over-engineered list hedged with qualifications which would undermine the certainty the reform is intended to deliver. The UK and ILP whitelists have operated for nine and six years respectively without, to our knowledge, any reported abuse or creditor detriment.

6. Policy Area C: Access to Capital

Question C1: Do you support introducing greater flexibility in relation to capital contributions?

Yes. This policy area goes to the heart of why the 1907 Act is not currently a usable private capital vehicle. The consultation frames the issue as one of permitting “withdrawal or adjustment” of contributions. The more fundamental point, which we set out in detail in our November 2024 proposals, is that the 1907 Act’s capital provisions assume a model — a fixed sum contributed on day one and locked in until dissolution — that bears no relationship to how limited partnerships have been capitalised for at least fifty years. Modern limited partnerships operate on a commitment and drawdown basis: an investor makes a contractual commitment on admission; nothing may be contributed for months; the commitment is then drawn down in tranches as investments are made and expenses fall due; and proceeds are distributed to investors throughout the life of the vehicle, subject to negotiated obligations to return distributions in defined circumstances (for example, to fund indemnification obligations or complete clawback adjustments).

We therefore recommend three connected reforms:

• Admission on commitment. A person should become a limited partner upon admission in accordance with the partnership agreement and registration, without any requirement to make a capital contribution at that time. The limited partner’s registered particulars should record its commitment (if any) rather than sums contributed. This mirrors the UK 2017 Order, which removed the contribution requirement for PFLPs, and the ILP Act, under which no minimum contribution is required. It would also render unnecessary the current market practice of contributing a nominal amount (and structuring the remainder as “loan capital”) purely to satisfy the statute (which is itself a drawback of the existing structure).
• Liability capped at commitment. The statute should provide that a limited partner is not liable for the debts or obligations of the partnership beyond the amount of its commitment that remains unfunded, together with any amounts it is contractually obliged to contribute or return under the partnership agreement. The commitment is a binding obligation enforceable by the general partner (and, on insolvency, by a liquidator for the benefit of creditors); creditors are therefore better protected under a commitment-based cap than under the current contributed-capital test, because the unfunded commitment remains callable.
• Distributions and returns of capital in accordance with the partnership agreement. A limited partner should be entitled to receive distributions and returns of contributions throughout the life of the partnership as provided in the partnership agreement, without loss of limited liability and without the statutory consequence of remaining liable to repay every amount so received. Any obligation to return a distribution should arise only under the partnership agreement or generally applicable insolvency law.

Question C2: What safeguards should apply to protect creditors and maintain confidence in the structure?

In our view no new statutory safeguards are required, because the safeguards that matter already exist and operate today:

• The general partner’s unlimited liability, which is the structural creditor protection of every limited partnership and is unaffected by these reforms. Creditors deal with, and have recourse to, the general partner; that is the bargain the limited partnership form has always embodied.
• The partnership agreement. Limited partnership agreements uniformly contain distribution waterfalls, giveback and clawback provisions, reserves and limitations on returns of capital, all heavily negotiated between sophisticated counterparties and enforceable as a matter of contract. The statute should defer to these arrangements rather than overlay them.
• Generally applicable insolvency law, including the rules on fraudulent and unfair preferences and transactions at an undervalue, which apply to distributions by partnerships as they do to payments by any debtor.

Accordingly, we would advise against introducing any new statutory mechanism, whether a solvency test or statement, a per-distribution filing or disclosure requirement, or a statutory clawback, as a condition of, or qualification to, the flexibility proposed. Any such mechanism would impose compliance mechanics on every routine distribution across every vehicle, would inevitably be calibrated to today’s market practice and become outdated as that practice evolves, and would have no counterpart in the jurisdiction whose reform this consultation most closely tracks: the UK 2017 Order permits withdrawal of PFLP capital with no statutory solvency mechanism, filing or clawback at all, and no creditor detriment has emerged in nine years of operation.

Question C3: How would increased flexibility impact the attractiveness of Irish limited partnerships?

Of the three policy areas, this is the one on which the viability of the vehicle turns. The current combination imposed on the 1907 Act limited partnership (contribution required on admission, capital locked in and statutory liability to repay all amounts received back) is, for a distributing investment vehicle, disqualifying: no adviser can recommend a structure in which every distribution to investors sits permanently at risk of recall as a matter of statute.

Full recognition of the commitment and drawdown model would remove that disqualification and, combined with Policy Areas A and B and the further reforms below, would allow the 1907 Act limited partnership to serve the substantial unregulated space occupied by private capital, carried interest and management co-investment vehicles, single-investor and club co-investment structures, holding and aggregator partnerships and joint ventures, that currently defaults to English PFLPs, Luxembourg SCSps and Channel Islands vehicles even where the sponsor, the manager and the assets are Irish. Repatriating that activity increases fees and employment in the Irish funds ecosystem and, as the Department notes, brings the activity within Ireland’s transparency and beneficial ownership framework. It would also complete a coherent two-tier Irish offering: the authorised ILP for regulated AIFs, and a modernised 1907 Act limited partnership for everything around them, mirroring the pairing that has made Luxembourg’s SCS/SCSp regime so successful.

These reforms should apply to all 1907 Act limited partnerships, without categories, designations or elections. A single regime in which capital, distributions and returns are governed by the partnership agreement is simpler for the Registrar to administer, more certain for users, and, unlike any category-based approach, will not require amendment as market structures evolve.

7. Additional Recommendations Beyond the Three Policy Areas

We set out below further amendments which we recommended to the Department in November 2024 (together with a marked-up draft of the 1907 Act) and which we would ask to be considered for inclusion in the Miscellaneous Provisions (Registration of Limited Partnerships and Business Names) Bill 2024 (the “Bill”) alongside the three consulted policy areas. Each is targeted, precedented and consistent with the consultation’s objectives. We would be pleased to re-supply the mark-up, updated to reflect the outcome of this consultation.

7.1 Winding up and dissolution in accordance with the partnership agreement

We welcome the improvements to the winding-up provisions in the General Scheme published in 2024. We recommend that the legislation additionally provide, expressly, that a limited partnership shall be wound up and dissolved in accordance with the partnership agreement (subject to any applicable insolvency process). Modern partnership agreements contain detailed provisions on term, dissolution events, the appointment and powers of a liquidating general partner and the order of application of proceeds; the statute should confirm their primacy.

7.2 Limited partner information filings — translation and notarisation

The current CRO practice of requiring translated and notarised constitutional documents in respect of limited partners (see note 3 to Form LP2) is disproportionately onerous for structures with large international investor bases, engages commercially sensitive organisational documents, and duplicates information that will in any event be captured by the identity-verification and beneficial ownership requirements introduced by the General Scheme. We recommend that these documentary requirements for limited partners be removed and replaced by the streamlined particulars contemplated by the Bill.

7.3 Public disclosure of individual limited partner capital contributions

The requirement to file, on a publicly searchable register, the amount contributed by each limited partner is out of line with every comparable jurisdiction and results in the public disclosure of an identified investor’s financial exposure, which the CJEU held in Joined Cases C-37/20 (WM v Luxembourg Business Registers) and C-601/20 (Sovim SA v Luxembourg Business Registers) could not, consistently with Articles 7 and 8 of the Charter, be made available to the general public in the beneficial ownership context. Following that judgment, general public access to the Irish beneficial ownership registers was itself curtailed. It would be anomalous for the partnership register to publish more granular financial information about identified investors than the beneficial ownership regime now permits. We recommend that the requirement be deleted; if the Department considers that capital information serves a registry purpose, an aggregate figure for total contributions (not broken down by partner) would meet it. If commitments rather than contributions become the registered particular (section 6 above), the same approach should apply to commitments.

7.4 Public disclosure of limited partner identities

For the same reasons, the identities of limited partners are commercially sensitive, and their publication is a recurring reason why international institutional investors (and their advisers) reject 1907 Act structures. We recommend that the register of limited partners be accessible to the Registrar and competent authorities (An Garda Síochána, the Revenue Commissioners, FIU Ireland and other AML/CFT authorities) but not to the general public, with the general partner remaining on the public register. This strikes the same balance the Oireachtas has already struck for beneficial ownership post-Sovim, and aligns with the UK (where PFLP capital information is not filed), Luxembourg, Delaware and Cayman, none of which publishes limited partner registers.

7.5 Partnership as a limited partner

The legislation should confirm expressly that a body corporate or a partnership (including another limited partnership, wherever formed) may be a limited partner. The English Court of Appeal confirmed in BCM Cayman LP and BlueCrest Capital Management Cayman Ltd v HMRC [2023] EWCA Civ 1179 that a partnership can be a partner in a limited partnership formed under the 1907 Act as it applies in England and Wales, and the ILP Act already reflects the same position. Statutory confirmation would remove residual doubt in fund-of-funds, feeder, parallel and aggregator structures, where partnership-on-partnership holdings are routine.

7.6 Gazette publication — timing and assignments

Under section 10 of the 1907 Act, certain arrangements (including an assignment of a limited partnership interest and a general partner becoming a limited partner) take effect only upon advertisement in Iris Oifigiúil. Conditioning legal effectiveness on Gazette publication creates settlement risk and timing uncertainty in ordinary secondary transfers. We recommend that publication (where retained at all) follow the relevant act as a notification requirement rather than precede it as a condition of effectiveness, and that, consistent with the UK 2017 Order for PFLPs, the advertisement requirement for assignments of limited partnership interests be removed entirely, with the register updated by filing instead.

7.7 Stamp duty

The stamp duty provision in the 1907 Act is obsolete and should be repealed, leaving the treatment of partnership instruments to the generally applicable provisions of the Stamp Duties Consolidation Act 1999 and related tax law.

7.8 Consequential and supporting modernisation

Finally, we would support: (i) a statutory strike-off and deregistration procedure for defunct partnerships (as contemplated by the General Scheme), including a voluntary deregistration route on completion of winding up; (ii) the disapplication, for limited partners, of those default duties under the Partnership Act 1890 that are not suitable to passive investors, in particular the duty to render accounts and the duty to account for profits of competing businesses, mirroring the UK 2017 Order; and (iii) a general updating exercise to remove archaic terminology and references. These changes involve no policy controversy and would materially improve the coherence of the framework.

8. Concluding Remarks

The three consulted reforms, implemented ambitiously (removal of the partner cap, a universal non-exhaustive whitelist, and full statutory recognition of the commitment and drawdown model), together with the targeted additional amendments in section 7, would make the 1907 Act limited partnership a credible, market-leading vehicle: familiar to international investors, competitive with the English PFLP and the Luxembourg SCSp, and operating within Ireland’s transparency framework rather than displacing activity beyond it. We would be delighted to discuss any aspect of this submission with the Department, to provide comparative statutory materials, or to update and re-supply our marked-up draft of the 1907 Act reflecting the positions above.