On 7 July 2026, the Department of Enterprise, Trade and Employment (the 'Department') published a public consultation (the 'Consultation') on reforms to limited partnerships formed under the Limited Partnerships Act 1907 (the '1907 Act'). Unlike the Irish Investment Limited Partnership (the 'ILP'), limited partnerships formed under the 1907 Act ('1907 LPs') are not regulated by the Central Bank of Ireland. However, if structured as an AIF, the relevant 1907 LP will appoint an alternative investment fund manager.
While 1907 LPs present opportunities for those looking to establish investment funds in Ireland, the Consultation itself notes that 'aspects of the current regime are considered outdated and out of step with modern business practices and international standards'. The 1907 Act was originally derived from UK legislation and, despite the UK having modernised its limited partnership framework, there has been little reform in Ireland since its original enactment.
By way of background, the Department consulted in 2019 on wider reform of the limited partnership and business names regime. Following that consultation, in July 2024, the Department published the General Scheme of the Registration of Limited Partnerships and Business Names Bill 2024 (the 'General Scheme'), which proposes to repeal and replace both the 1907 Act and the Registration of Business Names Act 1963. Its stated aim is to “provide for modern business practices and a robust, transparent and fit for purpose regulatory framework for those engaged in business using a business name or the limited partnership model”.
The General Scheme also responds to concerns raised in relation to the transparency of limited partnerships by proposing to introduce transparency measures, 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; and
- a requirement for an ongoing connection with the State for the duration of a limited partnership via a registered office or a place of business in the State.
Building on the General Scheme, the Consultation now seeks stakeholder views on three specific policy proposals under consideration for inclusion in it, with the aim of modernising the limited partnership framework, improving competitiveness and achieving the following objectives;
- facilitate investment and ease of doing business;
- enhance legal certainty for users of limited partnerships; and
- ensure appropriate levels of transparency and regulatory oversight
Proposal A: Increase maximum number of partners to 149
The 1907 Act contains a limit on the maximum number of partners in a 1907 LP (generally 20 but extendable up to 50 in certain conditions). 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.
The rationale for including a maximum of 20 partners in the 1907 Act reflected procedural constraints which existed at the time limiting the number of parties to a single legal proceeding to 20. These procedural limitations are no longer applicable (e.g. modern procedural rules allow partnerships to be sued in the firm name) meaning that the rationale for the imposition of such a cap is no longer relevant.
Increasing this limit would remove constraints and administrative complexity allowing for extended use of the limited partnership framework. It would also bring Ireland in line with comparable jurisdictions, where no such restriction typically applies.
Proposal B: Introduction of a whitelist of permitted activities
Under the 1907 Act, a limited partner loses its limited liability protection if it takes part in the management of the limited partnership however, the legislation does not provide a definition as to what constitutes 'management'.
In some private assets structures, limited partners can be involved in certain governance and materially important decisions. It is common for limited partners to participate in advisory committees, vote on key partnership matters and exercise oversight rights in relation to conflicts of interest, valuation issues, key person events and other significant matters. While these activities are generally distinguishable from the day-to-day management of the partnership carried out by the general partner or other appropriate fund service provider, the existing 1907 Act does not include an explicit carve out for these activities and it is necessary to rely on outdated jurisprudence and academic authorities to formulate a make-shift list of safe activities. If limited partners take part in the management of the limited partnership then they would become liable for the debts of the 1907 LP and would be treated as a general partner.
Accordingly, in a welcome development the Department is considering introducing a statutory whitelist of permitted oversight activities that limited partners may undertake without being deemed to participate in management of 1907 LPs. A whitelist already exists in Irish law for ILPs.
The introduction of such a whitelist would provide greater legal certainty for investors when carrying out certain activities as a limited partner (e.g. participation in a limited partner advisory committee). It would also bring the 1907 LP into line with certain limited partnership structures available in jurisdictions such as the UK, Luxembourg and Delaware, where statutory whitelists provide valuable certainty in respect of permitted activities.
Proposal C: Access to capital
Under the 1907 Act, limited partners must make a capital contribution, which cannot be withdrawn during the life of the partnership without the loss of limited liability.
This is an archaic restriction which is not compatible with modern private assets fund strategies where limited partnership agreements will invariably have detailed provisions around investor commitments, capital contributions, distributions, adjustments and recycling as well as third party financing arrangements (including express provisions in relation to the limited partners' capital contributions and funding requirements and, in some cases, negative pledges in respect of their partnership interest until the fund debt is discharged). These features are currently permitted for ILPs so it is logical to extend the flexibility to the 1907 LPs which are increasingly suitable for private capital solutions across a variety of asset classes.
The Department is considering the introduction of a controlled mechanism for the withdrawal or adjustment of limited partners' capital contributions without the loss of limited liability, subject to certain safeguards. The introduction of such a mechanism would bring limited partnerships in line with many other jurisdictions, which allow capital withdrawal subject to contractual and solvency-based safeguards and it would give more flexibility to limited partners when making commitments to 1907 LPs.
Importance of reforms
The proposed reforms would constitute the most significant update to Ireland's limited partnership regime in almost 120 years. While targeted and proportionate in scope, they would enhance the attractiveness, flexibility and competitiveness of Irish limited partnerships as vehicles for investment, commercial structuring and financing and would help ensure that Ireland remains a leading fund domicile and a centre of excellence for financial services.
If adopted, the reforms could significantly increase the utility of the 1907 LP for private equity, venture capital, infrastructure, real estate and private credit strategies in line with best-in-class market practice and allow Irish partnerships to be more comparable to, and competitive with, other leading partnership jurisdictions.
Essentially, an enhanced legislative framework could facilitate larger and more diverse investor bases without the need for parallel structures or complex cascading arrangements, provide greater certainty around investor participation in governance oversight matters without jeopardising limited liability and enable partner capital arrangements that more closely align with modern commitment-and-drawdown fund structures. It would also facilitate a more bankable and recognisable structure from a fund finance perspective both in terms of subscription line finance and NAV financing solutions.
When viewed alongside the enhanced transparency measures proposed in the General Scheme and other initiatives across the funds and capital markets space in anticipation of the Savings and Investments Union (SIU), the reforms demonstrate a clear policy objective of positioning Ireland as a modern, internationally competitive and appropriately regulated jurisdiction for limited partnership and private assets structures, while continuing to safeguard the interests of investors and creditors.
The publication of the Consultation, with its objective of modernising the limited partnership framework and improving competitiveness of Irish limited partnerships, is good news for Ireland. Overall, the reforms being consulted on, if implemented, would make the 1907 LP a more attractive and workable vehicle for promoters setting up 1907 LPs in Ireland.
Next steps
Submissions are being sought from stakeholders, including industry participants, legal practitioners, representative bodies and other interested parties.
The Consultation is open to submissions until 14 August 2026. Further information on how to make a submission can be found at: Public consultation on reform of limited partnership framework - DETE. The Department intends to publish all submissions received on its website.
We will continue to monitor developments arising from this Consultation and will provide further updates as they become available. If you would like to discuss any aspect of the Consultation or reform of the 1907 LP more generally, please reach out to the authors for more information.
