Ireland Investment Limited Partnership

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Ireland Investment Limited Partnership

Ireland does not have a general purpose limited liability partnership law equivalent to the UK Limited Liability Partnerships Act 2000. The primary partnership legislation in Ireland remains the Partnership Act 1890, under which all general partners bear unlimited personal liability. However, Ireland enacted the Investment Limited Partnerships Act 1994, substantially amended in 2020, to create the Irish Investment Limited Partnership (ILP): a regulated collective investment vehicle designed specifically for use as an alternative investment fund structure. The ILP is available for use by professional and institutional investors in structures authorised and regulated by the Central Bank of Ireland under the Alternative Investment Fund Managers Directive.

The Irish Investment Limited Partnership is tax transparent, meaning that income and gains of the ILP are treated as arising directly to the partners in proportion to their partnership interests, and the ILP itself is not subject to Irish tax. An ILP must have at least one general partner (with unlimited liability) and at least one limited partner. The ILP benefits from the EU AIFMD passport, allowing the fund to be marketed to professional investors across all EU member states without requiring separate regulatory authorisation in each individual state, which makes Ireland a highly competitive fund domicile for international fund managers.

Investment Limited Partnership for Funds

The Irish ILP is specifically designed for alternative investment fund structures authorised and regulated by the Central Bank of Ireland, and is not available as a general commercial partnership vehicle for non-fund purposes.

Central Bank Regulation

All Irish ILPs must be authorised by the Central Bank of Ireland, ensuring a high standard of regulatory compliance and governance oversight, and providing institutional investors with confidence in the quality and integrity of the fund structure.

Common Law Partner Protections

The ILP legislation provides clear legal protections for limited partners, including the right to inspect partnership books and records, the right to receive capital contributions on winding up, and the right to share in profits in accordance with the terms of the limited partnership agreement.

EU Fund Passporting

An authorised Irish ILP benefits from the EU AIFMD passport, allowing the fund to be marketed to professional investors throughout all EU member states without requiring separate regulatory authorisation in each EU jurisdiction, significantly reducing the cost and complexity of pan-European fund distribution.

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