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Submission on reform of LP framework

In March 2024, TI Ireland made a submission to the Department of Enterprise, Trade and Employment on the General Scheme of the Miscellaneous Provisions (Transparency and Registration of Limited Partnerships and Business Names) Bill (‘the 2024 Submission’), setting out 18 recommendations to strengthen the accountability, transparency and integrity of Ireland’s Limited Partnership (LP) regime. In this 2026 Submission, TI Ireland made a number of recommendations on three specific policy proposals under consideration for inclusion in the Registration of Limited Partnerships and Business Names Bill: an increase in the maximum number of partners (Policy Area A); the introduction of a statutory whitelist of permitted limited partner activities (Policy Area B); and greater flexibility around the withdrawal of limited partners’ capital contributions (Policy Area C). TI Ireland's recommendations were as follows:

  1. The Government should not proceed with Policy Areas A, B or C in isolation. Any liberalisation of the limited partnership framework should be introduced only alongside, or after, the beneficial ownership, identity verification and secrecy jurisdiction/corporate partner safeguards already committed to under the General Scheme and Actions 16 and 17 of the NRA Priority Action Implementation Plan.
  2. If the partner cap is increased, it should be increased incrementally (for example, to 50) rather than to 149, and should not take effect before beneficial ownership disclosure, identity verification, and restrictions on corporate and secrecy jurisdiction partners are in force for all Limited Partnerships.
  3. Any statutory whitelist of permitted limited-partner activities must be confined strictly to activities that do not constitute management in substance, must exclude the approval of and voting on key partnership decisions, and should apply uniformly to all Limited Partnerships.
  4. The Government should not introduce capital withdrawal flexibility for limited partners unless accompanied by safeguards equivalent to those applying to the return of share capital by companies, and unless all changes to capital contributions are recorded on a free, publicly accessible Register of Limited Partnerships.
  5. The Government should, per Action 16 of the Priority Action Implementation Plan, extend beneficial ownership disclosure obligations to all Limited Partnerships, not only those administered outside the EEA.
  6. The Government should convert Action 17 of the Priority Action Implementation Plan from an undertaking to ‘examine options’ into a firm commitment to prohibit, or significantly restrict, the use of corporate general partners and general partners based in secrecy jurisdictions.
  7. The Government should confirm a timeline for making the proposed Register of Beneficial Ownership of Limited Partnerships freely and publicly accessible online, or at least to provide legitimate interest access, consistent with the EU’s Sixth Anti-Money Laundering Directive.