The framework governing limited partnerships in Ireland is under review, with the aim of facilitating investment and the ease of doing business, enhancing legal certainty and ensuring appropriate levels of transparency and regulatory oversight.
Pursuing a policy of simplification, burden reduction and transparency, the Irish Department of Enterprise, Trade and Employment (“DETE”) launched a consultation on proposed changes to the Limited Partnership Act 1907 (“1907 Act”) on 7 July 2026, requesting responses by 14 August 2026.
A general scheme for the Miscellaneous Provisions (Registration of Limited Partnerships and Business Names) Bill 2024 (the “Bill”), which would amend the 1907 Act, was published in 2024. The proposed changes include:
- additional information and reporting requirements;
- additional powers for the Registrar of Companies consistent with those for companies to ensure the integrity of the registers is upheld; and
- enhanced enforcement and compliance provisions.
The general scheme also introduces transparency provisions, including:
- verification of the identity of partners whether natural or legal persons;
- a register of beneficial ownership of partners of a limited partnership incorporated or administered outside the European Economic Area (“EEA”);
- a requirement to have at least one EEA-resident general partner for the duration of a limited partnership; and
- a requirement for an ongoing connection with the State for the duration of a limited partnership via a registered office or place of business in the State.
The July consultation focuses on three specific policy proposals under consideration, as set out below.
A. Maximum Number of Partners
Limited partnerships are currently subject to a statutory maximum of 20 partners, subject to limited exceptions. The DETE is considering increasing the maximum number of partners to 149, in line with the maximum member limits for private companies limited by shares under Irish company law
B. Whitelist of Permitted Activities
Under the 1907 Act, a limited partner loses their limited liability if they take part in the management of the partnership. However, the legislation does not define what constitutes “management”, resulting in a lack of clarity and legal uncertainty. To align with the approach in comparable jurisdictions and with the framework for Investment Limited Partnerships, the consultation proposes the introduction of a statutory whitelist of activities that limited partners may undertake without being deemed to participate in management.
C. Access to Capital
Under the current regime, a limited partner who withdraws or receives back part of their contribution becomes liable for partnership debts and obligations up to that amount. The proposed amendments would introduce a controlled mechanism for access to capital, allowing withdrawal or adjustment of capital contributions subject to certain safeguards.
Next Steps
As well as contributing to an industry response prepared by Irish Funds, Matheson submitted a response to the consultation and has been engaging, through its Irish Funds working group membership, with the DETE in relation to the draft legislation. Our submission supported removing the limit on the maximum number of limited partners, introducing a statutory whitelist of permitted activities (similar to that contained in the Investment Limited Partnership Act 1994) and greater flexibility in relation to the making and return of capital contributions (subject to an appropriate solvency-based safeguard for creditors). Both the Matheson and Irish Funds submissions outlined further areas, beyond the three policy questions outlined in the consultation, where the framework could be improved to meet the stated aims of the consultation.
The work to reform the limited partnership framework aligns with the objective set out in the Department of Finance’s Funds Sector 2030 report and the Ireland for Finance Strategy Vision 2030 of supporting growth in private assets in Ireland and follows recent changes to the Central Bank’s AIF Rulebook, all contributing to enhancing Ireland’s competitiveness as a domicile for private funds.
It is expected that the proposed framework will be considered by the Oireachtas (Irish legislature) in early 2027.
Please get in touch with your usual Asset Management and Investment Funds Department contact or any of the contacts listed in this publication should you require further information in relation to the material referred to in this briefing note.
