Public consultation on reform of limited partnership framework

7th July 2026  |   Open Consultations

The Department of Enterprise, Tourism and Employment is seeking views on targeted reforms to the legislative framework governing limited partnerships in Ireland.

Background and context

Policy Area A: Maximum number of partners

Policy Area B: Introduction of a whitelist of permitted activities

Policy Area C: Access to capital

Making a submission

Publication of submissions

Background and context

Limited partnerships have operated under the Limited Partnerships Act 1907 for over a century. While the structure continues to support a range of economic activity, including venture capital, property investment and joint ventures, aspects of the current regime are considered outdated and out of step with modern business practices and international standards.

The ongoing development of the Miscellaneous Provisions (Registration of Limited Partnerships and Business Names) Bill 2024 provides an opportunity to modernise the framework. The objective is to:

• facilitate investment and ease of doing business
• enhance legal certainty for users of limited partnerships
• ensure appropriate levels of transparency and regulatory oversight

The proposed reforms form part of a broader approach to modernising limited partnership legislation. Taken together, they aim to:

• improve Ireland’s competitiveness as a location for investment structuring
• reduce reliance on foreign partnership vehicles
• ensure that investment activity is conducted within Ireland’s transparency and regulatory framework

It is expected that these proposed reforms would form part of the Miscellaneous Provisions (Registration of Limited Partnerships and Business Names) Bill 2024. The department consulted on wider aspects in relation to this Bill in 2019. A General Scheme was published in 2024, with the aim of strengthening Ireland’s regulatory framework and responding to concerns raised in relation to the transparency of limited partnerships. These objectives will be achieved by additional information and reporting requirements; additional powers for the Registrar consistent with those for companies to ensure the integrity of the Registers are upheld; and enhanced enforcement and compliance provisions; whilst retaining the nature of the limited partnership framework.

The General Scheme 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 EEA
• a requirement to have at least one EEA-resident general partner for the duration of a limited partnership
• 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

This consultation seeks stakeholder views on three specific policy proposals under consideration for inclusion in the Bill. 

Policy Area A: Maximum number of partners

Current position

Limited partnerships are currently subject to a statutory maximum of 20 partners, subject to limited exceptions. This cap originates from the Limited Partnerships Act 1907 and reflected, at the time, procedural constraints in legal proceedings, where the maximum number of parties to a single action was also restricted to 20. As these procedural limitations have since been modernised and no longer apply, the original rationale for imposing this cap on the number of partners is now outdated. This restriction was originally introduced to address difficulties in taking legal action against large partnerships with fluctuating membership.

Issues identified

• The original rationale is no longer considered relevant due to modern procedural rules allowing partnerships to be sued in the firm name.
• Stakeholders have indicated that the limit constrains investment structures and creates administrative complexity (for example, use of parallel partnerships).
• The limit is lower than in comparable jurisdictions, where no such restriction typically applies.

Proposal under consideration

The department is considering increasing the maximum number of partners to 149, in line with the maximum member limits for Private Companies Limited by Shares under company law.

Policy Area B: Introduction of a whitelist of permitted activities

Current position

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”.

Issues identified

• Lack of clarity creates legal uncertainty for investors.
• Stakeholders have highlighted the need for clearer guidance on permitted activities.
• Comparable jurisdictions (for example, UK, Luxembourg, Delaware) provide statutory “whitelists” of permitted activities.
• A whitelist already exists in Irish law for Investment Limited Partnerships.

Proposal under consideration

The introduction of a statutory whitelist of activities that limited partners may undertake without being deemed to participate in management.

This may include activities such as:

• approving key partnership decisions
• advising or consulting with the general partner
• voting on specified matters
• acting in certain roles connected with the partnership structure 

Policy Area C: Access to capital

Current position

Limited partners must make a capital contribution, which cannot be withdrawn during the life of the partnership without loss of limited liability.

Issues identified

• The statutory “lock-in” of capital is rigid compared to international models.
• Stakeholders have highlighted difficulties in structuring investments efficiently.
• Many jurisdictions allow capital withdrawal subject to contractual and solvency-based safeguards.

Proposal under consideration

The introduction of a controlled mechanism for access to capital, allowing withdrawal or adjustment of capital contributions subject to safeguards, such as:

• solvency requirements
• creditor protection measures
• appropriate disclosure and filings 

Making a submission

The department invites submissions from stakeholders, including industry participants, legal practitioners, representative bodies and other interested parties.

Submissions should:

• clearly indicate the respondent’s views on the questions set out above
• provide supporting evidence where possible
• include the name and contact details of the respondent

Closing date

The deadline for submissions or comments on this review is Friday, 14 August 2026.

Submissions should be sent to: fiachra.quinlan@enterprise.gov.ie

Postal address:

Fiachra Quinlan 
Company Law - Accounting and Audit Policy  
Department of Enterprise, Tourism and Employment  
Kildare Street  
Dublin 2  
D02 TD30

When making your submission, please provide the name of the individual, firm or organisation making the submission; contact details and briefly describe your interest in this subject matter. Please provide only the personal information necessary for the department to administer your submission. 

Publication of submissions

The department intends to publish all submissions received on its website. Accordingly, respondents are advised not to include personal information or other information, that they do not wish to be published. Where a submission contains commercially sensitive or confidential information, this should be clearly identified and the reasons for its sensitivity explained.  The department will have regard to such requests but cannot guarantee that information will be withheld where disclosure is required by law. 

Freedom of Information Act 2014 and publication of submissions

Your attention is drawn to the fact that information provided by you in submissions is subject to release by the department under the Freedom of Information Act 2014. Respondents who consider that any part of their submission contains commercially sensitive or confidential information should clearly identify that information and explain why they consider it to be commercially sensitive or confidential. The department will consider such requests in accordance with the Freedom of Information Act 2014. However, the department cannot give an assurance that such information will be withheld where disclosure is required by law.   

General Data Protection Regulation (GDPR) and Data Protection Acts 1988 to 2018

The Department of Enterprise, Tourism and Employment is subject to the provisions of the GDPR and Data Protection Acts 1988 to 2018. Respondents are encouraged to provide only the personal data that is necessary for the purposes of making their submission and to avoid including personal data that is not relevant to the subject matter of the consultation. In this context, the department will treat all personal information which you provide in submissions as part of this public consultation process with the highest standards of security in line with our data protection compliance requirements.

We would like to draw your attention to the department's Data Protection Privacy Notice which is available on our website and explains how and when we collect personal data, why we do so and how we treat this information. It also explains your rights in relation to the collection of your personal information and how you can exercise your rights under data protection laws.

Topics: Company Law, Company and Corporate Law