Limited Partnership

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. Please also see Information leaflet 6 regarding Limited Partnership registration.

Required Steps

To form a limited partnership, submit the following forms, together with the registration fee, to the CRO:

  • Form LP1 (Application for registration of a limited partnership)
    This form must be signed by both the general and limited partners.
  • Form LP3 (Statement of the capital contributed by the limited partners)
    Statement of the capital contributed by the limited partner(s). The form must also be signed by any one of the general partners.

Link to Forms CRO.   Link to Filing Fees Page.   View List of Limited Partnerships Registered

Registration of a non-EEA national as partner.

Where the general partner is a non-EEA national who intends to come to Ireland to establish a business that general partner will require the permission of the Minister for Justice and Equality to do so. Evidence of the permission of the Minister must be submitted along with the form. Such evidence can include a GNIB card (certificate of registration) or Green Card/Green book (front and back).

If, the general partner or limited partner is a company, but is not registered on the Irish register, the form should be accompanied by:
(a) A certified copy (and where required authenticated copy) of the Charter, Statutes or memorandum and articles of the company, or other instrument constituting or defining the constitution of the company (in the original language);
(b) A copy of the certificate of incorporation of the company;
(c) A copy of any certificates of incorporation of any name changes of the company;
If the documents above are not written in Irish or English language a certified translation is required. If, however, the general partner is a company not on the Irish register, regard should also be made to Part 21 Companies Act 2014 and the requirements of foreign limited liability companies to register a branch.