IE
(LRC Revised)
Statutory Text (1 Articles)
Number 24 of 1994
INVESTMENT LIMITED PARTNERSHIPS ACT 1994
REVISED
Updated to 7 December 2022
Changes to legislation
as of 10 July 2026, this Act is up to date with all changes known to be in force.
This Revised Act is an administrative
consolidation of the
Investment Limited Partnerships Act 1994
. It is prepared by the Law
Reform Commission in accordance with its function under the
Law Reform Commission Act 1975
(3/1975) to keep the law under review and to undertake revision and consolidation
of statute
law.
All Acts up to and including the
Water Services (Amendment) Act 2022
(39/2022),
enacted 7 December 2022, and all statutory instruments up to and including the
Industrial and Provident Societies Act 1893 (Section 14A(1)) (Covid-19) (No.
2) Order 2022
(S.I. No. 649 of 2022), made 7 December 2022, were considered
in the preparation of this Revised Act.
Disclaimer: While every care has been
taken in the preparation of this Revised Act, the Law Reform Commission can assume
no responsibility
for and give no guarantees, undertakings or warranties concerning the accuracy, completeness
or up
to date nature of the information provided and does not accept any liability whatsoever
arising from
any errors or omissions. Please notify any errors, omissions and comments by email
to
revisedacts@lawreform.ie.
Number
24
of
1994
INVESTMENT LIMITED PARTNERSHIPS ACT
1994
REVISED
Updated to 7 December
2022
ARRANGEMENT OF SECTIONS
PART I
Preliminary
Section
1.
Short
title.
2.
Commencement.
3.
Interpretation.
4.
Savings
and disapplications of laws and enactments.
PART II
Constitution
5.
Constitution of investment limited partnership.
6.
Modification of general law and liability of limited partner for debts of investment
limited
partnership.
PART
III
Formation
7.
Conditions for authorisation.
8.
Application for, and grant of, authorisation.
9.
Notification of refusal of authorisation and application to court.
10.
Records
of investment limited partnership and statements filed.
PART IV
Administration
11.
Variation of partnership agreement and change in general partner or depositary.
12.
Registered office and name.
13.
Register.
14.
Prospectus.
15.
Accounts.
16.
Annual
report and duty of auditor.
17.
Debts
and obligations incurred by general partner.
18.
Admission of limited partners and assignment of interest.
19.
Differences as to business of investment limited partnership, inspection of books
and contracts
with partners.
19A.
References in partnership
agreements to "majority of limited partners": construction of
such references for certain purposes.
20.
Capital contributions by
limited partners and liability of limited partners for
partnership debts.
21.
Assignment.
22.
Cessation of limited partner on assignment.
23.
Bankruptcy Act, 1988.
24.
Obligations of depositary.
PART V
Powers of the Bank
25.
Maintenance of records and powers of authorised persons.
26.
Appointment and powers of inspectors.
27.
Obligation of general partner and depositary to furnish information.
27A.
Requirement to hold information
on beneficial ownership of partnership.
27B.
Duty to give particular notice
to individuals believed to be beneficial owners of investment
limited partnership.
27C.
Other particular steps that may
be taken to establish identity of beneficial owners.
28.
Change
in particulars.
28A.
Duty of beneficial owner (in
certain circumstances) to notify status as such.
28B.
Duty of individual (in certain
circumstances) to notify relevant change.
28C.
Offence for failure to comply
with notice under
section 27B
,
27C
or
28
.
29.
Revocation of authorisation.
30.
Replacement of general partner and depositary.
31.
Notification by Bank of revocation or replacement.
32.
Application to court in case of refusal of authorisation, revocation of authorisation
or
replacement of general partner or depositary.
33.
Directions by the Bank.
34.
Power of
court in case of failure to comply with requirement or condition.
35.
Personal
liability of officers of general partner where failure to keep proper books or records.
36.
Authorisation not a warranty by the Bank.
PART VI
Dissolution
37.
Investment limited partnership not terminated by change in limited partners.
38.
Notice
of dissolution.
PART
VII
Miscellaneous
39.
Offences.
40.
Penalties.
41.
Offence
by body corporate and bringing of proceedings.
42.
Hearing
of proceedings other than in public.
42A.
Power of court to grant relief
by way of indemnification.
43.
Law of
other states.
44.
Report
by Bank.
45.
Expenses.
46.
Duty to keep and maintain a
beneficial ownership register.
47.
Discharge of initial central
filing obligation - construction of references to that
expression in
sections 48
to
59
.
48.
Delivery of information under
sections 49
to
52
: delivery may be effected by
persons external to general partner (as well as by officers or
employees of it).
49.
Registrar of Beneficial
Ownership of Investment Limited Partnerships.
50.
Establishment and maintenance
of central register.
51.
Obligation of general partner
to deliver beneficial ownership information to Registrar and
related obligations of designated person where certain
discrepancies discovered.
52.
Information which shall be
delivered to Registrar.
53.
Information to be provided by
presenter.
54.
Duty to keep information in
beneficial ownership register and central register aligned and
up to date.
55.
Unrestricted access to
beneficial ownership information in central register.
56.
Restricted access to beneficial
ownership information in central register.
57.
Obligations of competent
authorities to report certain discrepancies to
Registrar.
58.
Fees may be charged for access
to central register.
59.
Offence for failure to comply
with
section 51
,
52
,
53
or
54
and
supplemental provisions.
PART
VIII
Migration-in and Migration-out of
Investment Limited Partnerships
Chapter 1
Migration-in to become an investment limited partnership
60.
Definitions and supplemental
(
Chapter 1
).
61.
Registration
documents.
62.
Continuation of migrating
partnership.
63.
Supplementary provision in
relation to
section 62
.
Chapter 2
Revocation of authorisation following migration-out
64.
Definitions and supplemental
(
Chapter 2
).
65.
Revocation of authorisation of
investment limited partnerships when continued under law of
place outside the State.
Chapter 3
Declaration of solvency
66.
Definitions (
Chapter
3
).
67.
Statutory declaration as to
solvency.
SCHEDULE
Umbrella Investment Limited
Partnerships
Acts Referred to
Bankruptcy Act, 1988
1988, No. 27
Central Bank Act, 1971
1971, No. 24
Central Bank Acts, 1942 to 1989
Companies Act, 1963
1963, No. 33
Companies Acts, 1963 to 1990
Limited Partnerships Act, 1907
Partnership Act, 1890
Petty Sessions (Ireland) Act, 1851
Number
24
of
1994
INVESTMENT LIMITED PARTNERSHIPS ACT
1994
REVISED
Updated to 7 December
2022
AN ACT TO PROVIDE IN THE PUBLIC INTEREST AND IN THE INTERESTS
OF INVESTORS FOR THE ESTABLISHMENT, AUTHORISATION AND REGULATION OF INVESTMENT LIMITED
PARTNERSHIPS
AND FOR RELATED MATTERS. [12
th July
, 1994]
BE IT ENACTED BY THE OIREACHTAS AS FOLLOWS
Annotations
Editorial Notes
E1
Offences under this Act excluded from
application of
Criminal Justice (Forensic Evidence and DNA Database
System) Act 2014
(11/2014), s. 11(1) (20.11.2015) by
Criminal
Justice (Forensic Evidence and DNA Database System) Act 2014 (Section
11) Order 2015
(S.I. No. 527 of 2015), regs. 3, 4 and sch., in
effect as per reg. 1(2).
E2
This Act is a designated enactment for
the purposes of
Central Bank Act 1942
(22/1942) by virtue of the
definition in s. 2(1) thereof (as substituted (1.08.2013) by
Central Bank
(Supervision and Enforcement) Act 2013
(26/2013), s. 5 and sch. 2
part 1 item 1(a), S.I. No. 287 of 2013) and sch. 2 part 1 item 19 (as
substituted (1.10.2010) by
Central Bank Reform Act 2010
(23/2010), s.
14(1) and sch. 1 part 1 item 82, S.I. No. 469 of 2010).
E3
The purchase or sale
of units or shares of collective investment schemes authorised under Act are
prescribed as activities to which
Criminal Justice Act 1994
(15/1994), s. 32(2) applies (measures to prevent money laundering) as
provided (4.12.1995) by
Criminal Justice Act, 1994 (Section 32 (10) (B))
(No. 2) Regulations 1995
(S.I. No. 324 of 1995).
Annotations
Editorial Notes
E1
Offences under this Act excluded from
application of
Criminal Justice (Forensic Evidence and DNA Database
System) Act 2014
(11/2014), s. 11(1) (20.11.2015) by
Criminal
Justice (Forensic Evidence and DNA Database System) Act 2014 (Section
11) Order 2015
(S.I. No. 527 of 2015), regs. 3, 4 and sch., in
effect as per reg. 1(2).
E2
This Act is a designated enactment for
the purposes of
Central Bank Act 1942
(22/1942) by virtue of the
definition in s. 2(1) thereof (as substituted (1.08.2013) by
Central Bank
(Supervision and Enforcement) Act 2013
(26/2013), s. 5 and sch. 2
part 1 item 1(a), S.I. No. 287 of 2013) and sch. 2 part 1 item 19 (as
substituted (1.10.2010) by
Central Bank Reform Act 2010
(23/2010), s.
14(1) and sch. 1 part 1 item 82, S.I. No. 469 of 2010).
E3
The purchase or sale
of units or shares of collective investment schemes authorised under Act are
prescribed as activities to which
Criminal Justice Act 1994
(15/1994), s. 32(2) applies (measures to prevent money laundering) as
provided (4.12.1995) by
Criminal Justice Act, 1994 (Section 32 (10) (B))
(No. 2) Regulations 1995
(S.I. No. 324 of 1995).
Section
1.
Short
title.
2.
Commencement.
3.
Interpretation.
4.
Savings
and disapplications of laws and enactments.
PART II
Constitution
5.
Constitution of investment limited partnership.
6.
Modification of general law and liability of limited partner for debts of investment
limited
partnership.
PART
III
Formation
7.
Conditions for authorisation.
8.
Application for, and grant of, authorisation.
9.
Notification of refusal of authorisation and application to court.
10.
Records
of investment limited partnership and statements filed.
PART IV
Administration
11.
Variation of partnership agreement and change in general partner or depositary.
12.
Registered office and name.
13.
Register.
14.
Prospectus.
15.
Accounts.
16.
Annual
report and duty of auditor.
17.
Debts
and obligations incurred by general partner.
18.
Admission of limited partners and assignment of interest.
19.
Differences as to business of investment limited partnership, inspection of books
and contracts
with partners.
19A.
References in partnership
agreements to "majority of limited partners": construction of
such references for certain purposes.
20.
Capital contributions by
limited partners and liability of limited partners for
partnership debts.
21.
Assignment.
22.
Cessation of limited partner on assignment.
23.
Bankruptcy Act, 1988.
24.
Obligations of depositary.
PART V
Powers of the Bank
25.
Maintenance of records and powers of authorised persons.
26.
Appointment and powers of inspectors.
27.
Obligation of general partner and depositary to furnish information.
27A.
Requirement to hold information
on beneficial ownership of partnership.
27B.
Duty to give particular notice
to individuals believed to be beneficial owners of investment
limited partnership.
27C.
Other particular steps that may
be taken to establish identity of beneficial owners.
28.
Change
in particulars.
28A.
Duty of beneficial owner (in
certain circumstances) to notify status as such.
28B.
Duty of individual (in certain
circumstances) to notify relevant change.
28C.
Offence for failure to comply
with notice under
section 27B
,
27C
or
28
.
29.
Revocation of authorisation.
30.
Replacement of general partner and depositary.
31.
Notification by Bank of revocation or replacement.
32.
Application to court in case of refusal of authorisation, revocation of authorisation
or
replacement of general partner or depositary.
33.
Directions by the Bank.
34.
Power of
court in case of failure to comply with requirement or condition.
35.
Personal
liability of officers of general partner where failure to keep proper books or records.
36.
Authorisation not a warranty by the Bank.
PART VI
Dissolution
37.
Investment limited partnership not terminated by change in limited partners.
38.
Notice
of dissolution.
PART
VII
Miscellaneous
39.
Offences.
40.
Penalties.
41.
Offence
by body corporate and bringing of proceedings.
42.
Hearing
of proceedings other than in public.
42A.
Power of court to grant relief
by way of indemnification.
43.
Law of
other states.
44.
Report
by Bank.
45.
Expenses.
46.
Duty to keep and maintain a
beneficial ownership register.
47.
Discharge of initial central
filing obligation - construction of references to that
expression in
sections 48
to
59
.
48.
Delivery of information under
sections 49
to
52
: delivery may be effected by
persons external to general partner (as well as by officers or
employees of it).
49.
Registrar of Beneficial
Ownership of Investment Limited Partnerships.
50.
Establishment and maintenance
of central register.
51.
Obligation of general partner
to deliver beneficial ownership information to Registrar and
related obligations of designated person where certain
discrepancies discovered.
52.
Information which shall be
delivered to Registrar.
53.
Information to be provided by
presenter.
54.
Duty to keep information in
beneficial ownership register and central register aligned and
up to date.
55.
Unrestricted access to
beneficial ownership information in central register.
56.
Restricted access to beneficial
ownership information in central register.
57.
Obligations of competent
authorities to report certain discrepancies to
Registrar.
58.
Fees may be charged for access
to central register.
59.
Offence for failure to comply
with
section 51
,
52
,
53
or
54
and
supplemental provisions.
PART
VIII
Migration-in and Migration-out of
Investment Limited Partnerships
Chapter 1
Migration-in to become an investment limited partnership
60.
Definitions and supplemental
(
Chapter 1
).
61.
Registration
documents.
62.
Continuation of migrating
partnership.
63.
Supplementary provision in
relation to
section 62
.
Chapter 2
Revocation of authorisation following migration-out
64.
Definitions and supplemental
(
Chapter 2
).
65.
Revocation of authorisation of
investment limited partnerships when continued under law of
place outside the State.
Chapter 3
Declaration of solvency
66.
Definitions (
Chapter
3
).
67.
Statutory declaration as to
solvency.
SCHEDULE
Umbrella Investment Limited
Partnerships
Number
24
of
1994