Limited Partnership


Change to registered particulars

Particulars of changes in the limited partnership must be notified to the CRO on the following forms:

  • Form LP2 (Notice of change in limited partnership)
  • Form LP4 (Statement of the amount contributed by a new limited partner or a statement of an increase in the amount contributed by any limited partner)
  • Form P1 (Return of accounting documents)

Accounting documents

Limited partnerships, where all the general partners are limited companies, return accounting documents under European Union (Qualifying Partnerships: Accounting and Auditing) Regulations 2019 (S.I. No. 597 of 2019). This may also apply to general partnerships where the general partners are limited companies.

Accounting documents include:

  • balance sheet
  • profit and loss account
  • partners' report
  • auditor's report

Subject to the Regulations, Part 6 of the Companies Act 2014 applies to annual returns required to be submitted by limited partnerships. Accounting documents must be certified to be true copies by two of the partners authorised by the partners to do so and forwarded to the CRO.

Qualifying partnership 
 
European Union (Qualifying Partnerships: Accounting and Auditing) Regulations 2019 (S.I. No. 597 of 2019).

5. (1) In these Regulations, “qualifying partnership” means -  
(a) a partnership, all of the members of which are - 

(i) limited companies, 
(ii) designated ULCs, 
(iii) partnerships other than limited partnerships, all of the members of which are limited companies or designated ULCs, 
(iv) limited partnerships, all of the general partners of which are limited companies or designated ULCs, or 
(v) partnerships, including limited partnerships, the direct or indirect members of which include any combination of undertakings referred to in clauses (i) to (iv), such that the ultimate beneficial owners of the partnership enjoy the protection of limited liability, 
or 
 
(b) a limited partnership, all of the general partners of which are -  
(i) limited companies, 
(ii) designated ULCs, 
(iii) partnerships other than limited partnerships, all of the members of which are limited companies or designated ULCs, 
(iv) limited partnerships, all of the general partners of which are limited companies or designated ULCs, or 
(v) partnerships, including limited partnerships, the direct or indirect members of which include any combination of undertakings referred to in clauses (i) to (iv), such that the ultimate beneficial owners of the partnership enjoy the protection of limited liability. 
 
(2) References in paragraph (1) to a limited company, a designated ULC, a partnership or a limited partnership include references to any undertaking, whether governed by the law of the State or of another country or territory, that is comparable to such a limited company, designated ULC, partnership or limited partnership. 
 
(3) Without prejudice to the generality of paragraph (2), for the purpose of this Regulation - 
(a) an undertaking that is not governed by the law of the State shall be considered to be comparable to a limited partnership if - 
(i) it is a partnership, or an undertaking comparable to a partnership, 
(ii) it has at least one member with limited liability, and 
(iii) it has at least one member without limited liability, 
(b) in relation to an undertaking that is not governed by the law of the State and that is comparable to a limited partnership for the purpose of this Regulation, the reference in clauses (1)(a)(iv) and (1)(b)(iv) to general partners shall be construed as a reference to the members of the undertaking without limited liability. 
(c) an undertaking - 
(i) that is not governed by the law of the State, and 
(ii) all of the members of which have limited liability,
shall be considered to be comparable to a limited company. 

(4) These Regulations shall apply notwithstanding any change in the - 
(a) partners, 
(b) members, or 
(c) direct or indirect members, 
of a qualifying partnership that does not result in it ceasing to be a qualifying partnership. 
 
(5) In this Regulation, in relation to a partnership or any other undertaking, the “ultimate beneficial owner” means the natural person or persons who ultimately own or control, directly or indirectly, the partnership or undertaking. 
 
(6) For the purpose of this Regulation, in assessing whether an undertaking is comparable to a limited company, designated ULC, partnership or limited partnership, regard shall be had to whether the liability of persons holding shares (within the meaning of section 275(3) of the Principal Act) in the undertaking is limited.
 

Termination

Subject to contrary agreement between the partners, the death or bankruptcy of a general partner will dissolve a limited partnership.

A partnership may also be dissolved by notice of a limited partner's intention to dissolve the partnership, provided that the partnership has agreed that such notice may be given by a limited partner. A partnership may also be dissolved by order of the court.

Notice that a limited partnership has ceased/terminated must be filed on a form LP2. The form must be signed by the general partner.

Link to Forms Page                        View List of Limited Partnerships

The CRO are in the process of a digital transformation of all the registers under its remit. The CRO is now moving to digitalise the Limited Partnerships Register. While the applications will remain paper based for the time being, it will be possible or order copies of documents online.

Unfortunately, for a short period until the other registers are complete it is not be possible to pay for Limited Partnership applications (LP1, LP2, LP3, LP4, P1, PR2) using CRO customer account. These documents should be paid for by cheque. We apologise for any inconvenience caused and will update customers as soon as possible regarding other payment methods. Link to Filing Fees Page.

Report on Payments to Governments - Partnerships


Limited Partnerships may need to file a Payments Report with the Companies Registration Office under Part 26 Companies Act 2014 (as amended). The Report must be submitted using Form PR2. Form PR2 has a filing fee of €15. Under the European Union (Qualifying Partnerships: Accounting and Auditing) Regulation 2019 – SI 597 of 2019, qualifying partnerships shall make application of Part 26 Companies Act 2014. A reference in Part 6 or Part 26 Companies Act 2014 shall be an equivalent reference to Regulation 8 of the 2019 Regulations.

Link to Legislation on Irish Statute Book Website.

Limited Partnerships that are required to file
Part 26 obliges qualifying partnerships (equivalent of large companies, large groups and “public interest entities”) that are active in the mining and extractive industries or the logging of primary forests to prepare and file annual reports on payments made to governments with the Companies Registration Office (Schedule 18 CA 2014). (Qualifying partnerships which are the equivalent of Companies Listed in Schedule 18 to the Companies Act 2014 are listed below). This relates to financial years beginning on or after 1st January 2020. 

Part 26 of the Companies Act 2014 as inserted by the Companies (Accounting) Act 2017 provides for the description of the payments to be included, the format for reporting and the entities that are affected.

Form to be filed
Qualifying partnerships documents must be filed using Form PR2 (filing fee €15). The form must be filed within 11 months of the Financial Year End. Failure to file is a category 3 offence.

Content of Payment Report
Entity Payment Report
A qualifying partnership shall in respect of its entity payment report, for each financial year, include the following in relation to its relevant activities:

(a) the government to which each payment has been made, including the country of that government;
(b) the total amount of payments made to each government;
(c) the total amount per type of payment made to each government;
(d) where those payments have been attributed to a specific project, the total amount per type of payment made for each such project and the total amount of payments for each such project.

(Where a qualifying partnership makes a payment that is not attributable to a specific project, it shall not be necessary in the entity payment report to allocate it to a specific project).

A qualifying partnership shall not be required to include a payment in the entity payment report if— (a) it is a single payment of an amount less than €100,000, or (b) it forms part of a series of related payments within a financial year where the total amount of that series of payments is less than €100,000. However, payments, activities and projects shall not be artificially split or aggregated to avoid the application.

The disclosure of payments is required to reflect the substance, rather than the form, of each payment, relevant activity or project concerned. Where payments in kind are made to a government, the entity payment report shall state the value of such payments in kind and, where applicable, the volume of those payments in kind, and the directors shall provide supporting notes to explain how the value of such payments in kind has been determined.

Content of consolidated payment report
A qualifying partnership/holding company shall in respect of its consolidated payment report, for each financial year, include the same information as set out above for an entity payment report and shall also state:
(a) any payments resulting from the relevant activities of a mining or quarrying undertaking and (b) any payments resulting from the relevant activities of a logging undertaking.

Where an undertaking makes a payment that is not attributable to a specific project, it shall not be necessary in the consolidated payment report to allocate it to a specific project.

Exemptions available
Exemptions are available under Chapter 4 Part 26 Companies Act 2014:

  • An exemption to preparing a payment report is available to a subsidiary/holding company if the entity payment report is included in a consolidated payment report prepared by the holding company. (section 1454)
  • An exemption is available from producing the entity/consolidated report if the company has a higher holding undertaking based in another EU State where the higher company has produced a consolidated report that includes the Irish companies’ information.
  • The directors will also be exempt where the company is subject to equivalent reporting requirements and the payments have been disclosed in this other report. (section 1455).
  • An exemption is available from producing the entity/consolidated report if the company has a higher holding undertaking based in another EU State where the higher company has produced an equivalent reporting requirements consolidated report that includes the Irish companies information. (s1456).
  • An exception is under section 1460 CA 2014 as amended where the directors are exempt where the company instead submits a copy of the entity consolidated) report prepared in accordance with the equivalent reporting requirements within 28 days after such payment is made available to the public under the equivalent reporting requirements. 

(Partnership should be substituted for the word company)

Companies Listed in Schedule 18 to the Companies Act 2014  
Section A - Agriculture, Forestry and Fishing
Division Group Class Description

International Standard Industrial Classification Revision 4

02 02.2 02.20 Logging 0220
Section B - Mining and Quarrying
Division Group Class Description

International Standard Industrial Classification Revision 4

05 Mining of coal and lignite
05.1 Mining of hard coal 0510
05.2 05.20 Mining of lignite 0520
06 Extraction of crude petroleum and natural gas
06.1 06.10 Extraction of crude petroleum 0610
06.2 06.20 Extraction of natural gas 0620
07 Mining of metal ores
07.1 07.10 Mining of iron ores 0710
07.2 Mining of non-ferrous metal ores
07.21 Mining of uranium and thorium ores 0721
07.29 Mining of other non-ferrous metal ores 0729
08 Other mining and quarrying
08.1 Quarrying of stone, sand and clay
08.11

Quarrying of ornamental and building stone, limestone, gypsum, chalk and slate

0810 (part of)
08.12 Operation of gravel and sand pits; mining of clay, sand, kaolin 0810 (part of)
08.9 Mining and quarrying not elsewhere classified
08.91 Mining of chemical and fertiliser minerals 0891
08.92 Extraction of peat 0892
08.93 Extraction of salt 0893
08.99 Other mining and quarrying not elsewhere classified 0899