Irish Limited Partnership
Features
- Fast and easy registration.
- Low cost of registration / purchase and annual maintenance.
- Closed register of partners and beneficiaries (controllers).
- Legislation based on the system of English "common law" (Common Law); partnerships registered in Ireland are governed by the corporate laws of the Limited Partnership Act 1890 to 1907.
- The need for state registration in the Registrar of Companies (CRO), like “ordinary” companies (despite this, for rather historical reasons, they are not considered separate legal entities, which means that the owners of LP property are not legally the partnerships themselves, but their partners , which in practice, however, does not prevent partnerships from acting, in fact, precisely as a separate entity).
- No partnership taxation in the Republic of Ireland (LP profits are distributed among partners who must pay tax at their place of tax residence; LP partners, as a rule, are legal entities and individuals who are residents in tax-free jurisdictions, which allows you to completely avoid taxation in the Republic of Ireland).
- The inability to obtain tax resident status in the Republic of Ireland without paying taxes in it (similarly, a partnership consisting of non-resident members will not be able to obtain a certificate of tax resident status in the Republic of Ireland and will not be able to benefit from double tax treaties concluded by the Republic of Ireland).
- You don’t need to maintain and submit financial statements; LP does not pass audits and does not require additional costs for bookkeeping.
- Opportunity to trade with European countries, with the UK and the Republic of Ireland.
- Need to request an Income Tax number additionally (not issued automatically); the deadline for receipt is about a month after the receipt of the relevant request by the state authorities.
- Ability to obtain VAT and EORI numbers only if you have a real office in the country or an open account in a local bank.
Requirements for the establishment
- There must be at least two members, one of which is designated as a managing partner and the other becomes a limited partner.
- The General Partner (individual) who is not a resident of the European Economic Area (EEA) must obtain special permission to participate in the partnership from the Department of Justice and Equality of Ireland or Green Card.
- In the case when a legal entity registered outside the country acts as a general partner, this company must first open a branch in Ireland. Only then can she act as a general partner in an Irish LP.
- A limited partner can be an individual. face of any residence.
- If a legal entity is appointed as a limited partner, then for this company it is necessary to provide a complete set of constituent documents with an apostille at the place of registration. These documents are sent to the registry along with the registration forms and are not returned.
- Partners can be nominees.
- The beneficiary must provide photo identification and proof of permanent residence.
- The authorized capital is the contribution of partners, which is distributed among the partners and is not paid during registration.
- Legal address in Scotland.
Timing
- The registration of a new partnership is offered under the same conditions, it will take 5-10 working days.
- Ready-made LP companies are available.
IRELAND-LP
Documents required for opening of the partnership
In the second half of December, the Irish Registrar of Companies introduced additional requirements for non-resident partners wishing to register an LP in Ireland. The changes affected both legal entities and individuals wishing to become partners. These requirements were put forward to confirm the seriousness of the intentions of doing business in Ireland.
The General Partner (individual) who is not a resident of the European Economic Area (EEA) must obtain special permission to participate in the partnership from the Department of Justice and Equality of Ireland or Green Card. In the case when a legal entity registered outside the country acts as a general partner, this company must first open a branch in Ireland. Only then can she act as a general partner in an Irish LP.
A limited partner can be an individual of any residence. If a legal entity is appointed as a limited partner, then for this company it is necessary to provide a complete set of constituent documents with an apostille at the place of registration. These documents are sent to the registry along with the registration forms and are not returned. Partners and the beneficiary are required to have copies of the passport and proof of permanent residence, as well as a questionnaire in which the customer indicates his wishes regarding the structure of the company.
As a confirmation of the place of permanent residence, the citizens of Russia, Ukraine and Belarus can provide a copy of the internal national passport: a copy of the first spread + a copy of the second spread + a copy of the page with the stamp on the residence permit. Or a recent utility bill where the name and address are visible.
Name
Must end with the abbreviation “LP”. When registering a company of any type in Ireland, the restrictions on names are relatively numerous: without special permission, it is not allowed to register in the UK a company whose name contains the words “Bank”, “Insurance”, “Trust”, “Assurance”, “Building Society”, ” England”, “European”, “British”, “Irish”, “Royal”, “King”, “Queen”, “Duke”, etc. The use of the words “National”, “International”, “Holding”, ” Group”, etc.
Structure
There are no shareholders, directors and secretaries in the partnership structure.
Created by two parties: one managing partner with unlimited liability and one or more partners with limited liability.
Partners can be individuals of any nationality and residence. Legal entities registered outside of Ireland must first open a branch in Ireland. Only after that the company can act as a general partner in the Irish LP.
Partnership shares are distributed among partners in equal or equal shares. The functions of the director are usually performed by the general partner.
The founders have the right to appoint managers who will manage the affairs of the partnership on behalf of and on behalf of the LP partners. Managers (attorneys) can only be natural persons. The general partner has unlimited liability, while the limited partner is liable only for his contribution to the capital and any unwithdrawn profits. The general partner is responsible for managing the partnership. LP partnerships are formed by a written agreement, which must be registered with the Irish Business Registry.
Local address
A local registered address is required. This must be a business address in the Republic of Ireland, not a PO box etc.
All official communications, such as letters from the state register, will be sent to the legal address. This must be a physical address within the Republic of Ireland. It is possible to use a PO Box, but you must still include the physical address and zip code.
Nominee services
Nominee partners will formally appear in all the main registration documents of the partnership, the owner (or the person specified by him) will be issued a general power of attorney for the right to manage the partnership. In addition, a declaration of trust will be drawn up between the nominee partners and the owner (representative), which confirms that the nominee partner owns a share in the partnership in favor of the owner and without the consent of the latter does not have the right to do anything with it.
Authorized capital and shares
Payment of any capital at the establishment is not required. The standard contribution of partners during registration is 100 euros.
The register of beneficiaries (controllers - person with significant control (PSC))
In the Republic of Ireland, the register of beneficiaries is not publicly available, which is one of the main advantages of this jurisdiction. It is for this reason that, as an alternative to Scottish partnerships, we offer the registration of Irish partnerships, which have an identical legal form and similar benefits.
Taxation
Tax number (Income Tax number) is not issued automatically, it must be requested additionally. The deadline for receipt is about a month after the receipt of the relevant request by the state authorities.
A limited liability partnership (LP) is not subject to taxation in the Republic of Ireland. LP profits are distributed among the partners, who must pay tax at their place of tax residence. As a rule, LP partners are legal entities and individuals who are residents in tax-free jurisdictions, which allows you to completely avoid taxation in the Republic of Ireland.
A partnership can obtain VAT and EORI numbers only if it has a real office in the country or an open account in a local bank.
Companies that do not sell any goods and services (taxable) to Irish customers are neither required nor eligible to register for VAT in Ireland.
Reporting
An Irish LP partnership is not required to file financial statements with government authorities.
LPs that do not conduct business in the Republic of Ireland and whose members are located outside the country are required to file a zero tax return.
In the case of registration as a payer of value added tax, VAT returns are usually submitted once a quarter.
After registration, the client receives such a package of documents:
- Certificate of Collation
- Registration form LP1 (Application for Registration)
- Form LP3 on making a contribution (Statement of the Capital contributed by Limited Partners)
- Certificate of Registration
- Initial Protocol on the establishment of a partnership (Pre-Incorporation Memorandum of Association)
- Memorandum of Understanding (Partnership Agreement)
- Minutes of the First Meeting of Members
- Registration form LP1 (Application for Registration)
- Form LP3 on making a contribution (Statement of the Capital contributed by Limited Partners)
- Certificate of Registration
- Initial Protocol on the establishment of a partnership (Pre-Incorporation Memorandum of Association)
- Memorandum of Understanding (Partnership Agreement)
- Minutes of the First Meeting of Members
- Decision on the appointment of a general partner (Resolution of Members)
- Share Certificates
- Declaration of Trust
- General Power of Attorney
- Forms of transfer of shares with signatures and seals of nominal partners (Instruments of Transfer)
- Letter of refusal from the managing partner signed and stamped (Letter ofResignation)
- Agreement for the Provision of Nominee Services
- Seal
