Registration of Limited Partnerships and Business Names Bill, 2024

27 August 2024

The Department of Enterprise, Trade and Employment recently published The Registration of Limited Partnerships and Business Names Bill, 2024, draft legislation relating to Limited Partnerships and Business Names and the related public registers maintained by the Companies Registration Office.

Salvador Nash and our Company Secretarial team explain the implications below.

What are a Limited Partnership and a Business Name?

A Limited Partnership is defined in the Bill as “a partnership formed by the registration of an agreement between a general partner and one or more limited partners to carry on business together with the intention to make a profit and includes any limited partnership registered under the Limited Partnership Act 1907 and which does not result in the creation of a separate legal entity.”

A Limited Partnership differs from a general partnership as the limited partners have the protection of limited liability provided they are not involved in the management of the Limited Partnership’s business.

A Business Name is where an individual, partnership (both limited and general) or company uses a name, other than their own name, to carry on business.

What is the purpose of the Bill?

The Bill was published following a Department review of the current legislation governing the registration of Limited Partnerships and Business Names (i.e. the Limited Partnership Act, 1907 and the Registration of Business Names Act, 1963) and a public consultation process.

The Department’s review concluded that both pieces of legislation are antiquated, are no longer deemed fit for purpose and that new legislation should be drafted and put in place that better reflects modern business practices and regulatory standards.

Additionally, following the release of the Pandora Papers, concerns have been raised regarding the potential fraudulent use of Irish registered Limited Partnerships which have no presence or substance in Ireland.

The Department hope that the changes introduced in the Bill will help protect Ireland’s reputation as a place to do business and meet the following stated objectives:

To provide a modern, fit for purpose regulatory framework;
To enhance transparency and ensure public trust; and
To ensure the integrity of the public registers maintained by the CRO.

What changes are proposed?

If implemented, the Bill should:

enhance and preserve the integrity of public registers maintained by the CRO;
require Limited Partnerships and the owners of Business Names to file additional information with the CRO;
introduce additional compliance requirements; and
confer new enforcement powers on the Registrar.

Key measures currently included in the Bill include:

A requirement that all existing Limited Partnerships and Business Names be re-registered with additional information to be filed in the CRO to assist with transparency and digital communication;
Limited Partnerships having to file an annual Confirmation Statement and an on-going requirement for the owners of Business Names to re-register Business Names every five years;
A requirement for Limited Partnerships to carry on an activity in Ireland and have a registered office or principal place of business in Ireland to ensure that such entities maintain a connection with and presence in Ireland;
At least one general partner of a Limited Partnership to be resident in the EEA and that the identity of all partners of a Limited Partnership and all registrants of a Business Name verify their identity by filing details of their PPSN or unique identification number when registering a Limited Partnership or Business Name, on the annual confirmation statement made by a Limited Partnership, on a change of partners in a Limited Partnership or a change of registrant of a Business Name;
An obligation to file details of the beneficial owners of any non-EEA incorporated or administered partners of a Limited Partnership;
The introduction of a categorisation system of offences similar to those provided for and applicable to companies under the Companies Act 2014; and
The granting of additional compliance and enforcement powers to the Registrar including the power to remove Limited Partnerships and Business Names from the Register for a variety of reasons.

Our commentary

Companies have for some time been subject to a regulatory framework that attempts to be robust, transparent and ensures public trust in the information held for those companies on public registers.

These proposed measures extend those aims to Limited Partnerships and Business Names and are therefore to be welcomed as part of measures to provide a modern regulatory environment that enhances Irelands reputation as a place to do business.