Qualifying and Limited Partnerships

To form a limited partnership, you must 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 all of the partners (general and limited) in the partnership.
• Form LP3 (Statement of the capital contributed by the limited partners): This form must be signed by any one of the general partners.
• Statement of the capital contributed by the limited partner(s). This form must be signed by a general partners.

 
Visit the Forms page to download a copy of these forms.

Where a partner is a company, the Registrar accepts that the Forms LP1 and LP3 may be signed as outlined in Section 43 of the Companies Act 2014, that is by affixing the company seal in the presence of two directors or one director and a secretary.

The LP1 Form must specify a principal place of business, which constitutes an actual physical place of business from which the business is actually carried out by the general partner(s).

Registration of a non-EEA national as partner.
Where the general partner is a non-EEA/non-Swiss national who intends to come to Ireland to establish a business, the general partner will require the permission of the Minister for Justice, Home Affairs and Migration and Equality to do so. Evidence of the permission of the Minister must be submitted along with the form.

Such evidence can include a Temporary Residence Certificate (TRC) card or an Irish Residence Permit (IRP) card.

If the general partner or limited partner is a company, but is not registered on the Irish register, the LP1 Form should be accompanied by:

• A certified copy (and where required, an 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)
• A copy of the certificate of incorporation of the company;
• 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 the general partner is a company not on the Irish register, regard should also be made to Part 21 of the Companies Act 2014 and the requirements of foreign limited liability companies to register a branch.

You must complete and file the following:

• 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 QP1: Return of Financial Statements

 
Part 6 of the Companies Act 2014 applies to limited partnerships.

The Registration of Business Names Act 1963 requires a partnership to register a business name where the firm carries on business under a business name which does not consist of the true surnames of all partners who are individuals and the corporate names of all partners that are bodies corporate without any addition other than the forenames of the individual partners or initials of such forenames.

The use by two partners (A and B) of the business name “AB & Company” or “AB & Co” requires registration as there is an addition to the names of the partners.

If a limited partnership registers under the 1907 Act using a business name, the partnership is also required to register that business name under the 1963 Act. The requirement is to furnish certain particulars to the Registrar of Business Names (Postal address: The Companies Registration Office, O’Brien Road, Carlow) within one month after the adoption of that name.

The Minister for Enterprise, Tourism and Employment may refuse to permit the registration of any name that in his opinion is undesirable. There is an appeal to the High Court against such refusal.

Application for registration of a business name for a limited partnership is made on Form RBN1A, which must be signed by all the partners. It may also be signed by just one partner if that execution is verified by a statutory declaration of the signatory. Application for registration may be made electronically. A certificate of registration is issued to the applicant and must be prominently displayed at the firm’s principal place of business.

Registration of a business name by a firm does not give that firm a monopoly in the use of that name. Further information on the registration of business names is available on Information Leaflet No. 14, “Business Name Registration”.

Certification Requirements
A copy of the memorandum and articles of association of the company (or if there is no memorandum and articles, the instrument constituting or defining the constitution of the company) in the original language, should be certified as a true copy in the country in which the company is incorporated by:

(a) the Registrar of Companies for that country, or
(b) a notary public in that country, or
(c) some officer of the company on oath before a person in that country who has authority to administer an oath.

 
Authentication Requirements
Under section 886 of the Companies Act 2014 a declaration made in a foreign jurisdiction can be authenticated as follows:

(a) For memorandum and articles originating in countries party to the EC Convention of 25th May 1987, i.e. France, Belgium, Estonia, Latvia, Italy and Denmark, no authentication is required.
(b) For memorandum and articles originating in countries party to the Council of Europe Convention, provided that the certification has been authenticated by diplomatic or consular agents of those countries, no further authentication is required.
(c) For memorandum and articles originating in countries party to the Hague Convention of 5th October 1961, authentication of the certification is established by way of an apostille supplied by the “competent authority” for the particular country.

 
The Hague Convention of 5th October 1961 is in force in the following countries:

(e) For memorandum and articles originating in countries which are not parties to any of the above Conventions, authentication is required, as follows:
– Where the document is certified by the Registrar of Companies, his seal or signature must be authenticated by a government official in the country concerned, and then stamped as seen at the Irish Embassy in that country.
– Where the document has been certified by a notary public, the signature or seal should be authenticated by an Irish Embassy Official.
– Where the document has been certified by an officer of the company on oath, the status of the person administering the oath should be authenticated by an Irish Embassy official.

 
Document Translation Requirements
All documents in a language other than Irish or English must be translated. If the country of origin of these documents is a country which is a party to any of the above Conventions, the translation ought to be certified in that country to be a correct translation by the translator, which certification should be executed before a notary public.

If the document is not covered by any of the Conventions, and if the translation is made outside of Ireland, it must be certified to be a correct translation by an Irish diplomatic or consular officer or by any person whom the officer can certify is competent to translate it.

If the translation is made within Ireland, it should be certified by a notary public or a solicitor.

Qualifying Partnership Number
Prior to submission of any form in relation to a Qualifying Partnership, in order to enable the form to be completed, you must first contact the Qualifying Partnerships section of the Companies Registration Office by email at qpn@cro.ie in order to obtain a Qualifying Partnership Number.

The email to the Qualifying Partnerships section should include at least the following information in the following order:

1. The initial date of creation of the partnership;
2. The names of the partners;
3. The name of the partnership (if any);
4. If the qualifying partnership is a limited partnership, the registration number of the limited partnership; and
5. The date upon which the partnership became a qualifying partnership.

 
Please note that the date upon which the partnership became a qualifying partnership constitutes the Annual Return Date for the Qualifying Partnership.

General Requirements
The European Union (Qualifying Partnerships: Accounting and Auditing) Regulations 2019 (S.I. No. 597 of 2019) (“the 2019 Regulation”) applies the provisions of Part 6 (“Part 6”) of the Companies Act 2014 (“the 2014 Act”) including the requirement to file annual returns with the Registrar of Companies to “qualifying partnerships”

Under the 2019 Regulation:
“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.

Primary requirements under the 2019 Regulations
Under the 2019 Regulations, all the requirements under Part 6 of the 2014 Act apply to qualifying partnerships (subject to the modifications contained in the 2019 Regulations).

The primary requirement is that a qualifying partnership is obliged to file an Annual Return (“Form QP1”) annually on the annual return date of the Qualifying Partnership for each year or part of a year that the partnership is a qualifying partnership.

The filing of a Form QP1 must include the filing where appropriate of the financial statements required to be filed under Part 6 of the 2014 Act as applied by the 2019 Regulations.

Accounting documents include depending on the nature of the partnership:

• a balance sheet
• a profit and loss account
• a partners’ report
• an auditor’s report

A qualifying partnership is also obliged to notify the Registrar of certain changes to the particulars of a qualifying partnership. These include the following.

• Form QP73 (“Nomination of a New Annual Return Date”) which requires the “Signatures of all the Partners.”
• Form QP83 – Alteration of Financial Year End Date by a qualifying partnership

If this form is submitted without inclusion of a Qualifying Partnership Number, it will be returned to you.
Signature of the relevant forms
The forms QP1 QP73, or QP83 (or any other form under Part 6 as applied by the 2019 Regulations) must be signed by a partner as required by the 2014 Act as applied by the 2019 Regulations
A Form QP1 QP73, or QP83 which on its face does not contain the signature of the partner(s) may not be accepted by the Registrar.

Where the signing partner is a company, the Registrar accepts that the Forms QP1, QP73, and QP83 may be signed as outlined in Section 43 of the Companies Act 2014, that is by affixing the company seal in the presence of two directors or one director and a secretary.

The signature of a partner which in itself is a partnership must consist all of the signatures of the constituent partnership.

Qualifying partnerships which meet the criteria under Part 26 of the Companies Act 2014 must submit a report on payments to Governments.

A Form PR2 must be filed within 11 months of the financial year end.

Part 26 of the Companies Act 2014 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.

Qualifying partnerships which are the equivalent of companies listed in Schedule 18 of the Companies Act 2014.

Qualifying partnerships are those with financial year ends beginning on or after 1st January 2020.