The General Scheme of the Registration of Limited Partnerships and Business Names Bill 2024 was published at the end of July 2024.
The General Scheme repeals and replaces the Limited Partnerships Act 1907 and the Registration of Business Names Act 1963 and seeks to modernise the legislation for Limited Partnerships and Business Names.
The main proposal for Limited Partnerships and Business Names will be the requirement to re-register every five years.
Limited Partnerships
A Limited Partnership is defined in the Bill as “a partnership formed by the registration of an agreement between a general partner and one or more limited partners to carry on business together with the intention to make a profit under Part 3 of this Bill; and includes any limited partnerships registered under the 1907 Act and which does not result in the creation of a separate legal entity.”
The main provisions for Limited Partnerships (“LP”) include:-
- New Definition of a Limited Partnership and that an LP is a business agreement and not a separate legal entity
- An LP name must end with “Limited Partnership”, “LP”, L.P. or the Irish
- LP’s are required to maintain an ongoing connection with Ireland after registration
- LP’s must carry out an economic activity in Ireland and at least one of the general partners must be an EEA resident
- The Registrar will have 30 months to:-
- Notify existing LP’s to re-register or remove themselves from the Register and the LP will have 12 months to re-register once it has received the notice from the Registrar
- Identify and remove LP’s that have ceased to operate from the Register
- A Register of Beneficial Ownership of partners who are incorporated or administered outside the EEA and must be established within 6 months of registration or 12 months of receiving a re-registration notice from the Registrar
- LP’s must notify the Registrar of changes to registered information within 14 days of the change and may lead to its removal if not filed
- An LP will have to file an Annual Confirmation Statement by 1st July each year confirming its registered information and is in addition to the requirement to file its annual financial statements
- An LP may apply to be removed from the Register and the Registrar has the power to remove an LP for failure to comply with the provisions of the Bill
- Introduction of categories of offences similar to the Companies Act 2014.
Business Name
Every person, firm, or body corporate having a place of business in the State and carrying on a business under a business name that is not their own name shall register the business name with the Companies Registration Office.
The main provisions for a Business Name include:-
- Where an individual is making an application to register a Business Name they must disclose the following information:-
- the forename and surname and any former forename and surname of the applicant(s);
- the PPSN;
- date of birth;
- business occupation;
- nationality;
- proof that non- EEA persons are entitled to set up and carry on a business in the State;
- the residential address of each natural person
- The Registrar in his or her sole discretion shall be entitled to request and the registrant shall provide evidence that the registrant is trading from a substantial place of business in the State which cannot be solely a post box or letter box address
- The certificate of registration of the Business Name shall be valid for 5 years from the date of registration
- Within 3 months of the end of the 5-year registration period where the registrant intends to continue to carry on business under the registered business name the Registrar must be notified in the prescribed form of –
- the registered particulars remaining unchanged, or
- any and all changes required to the registered particulars of the business name.
- If the registrant fails to notify the Registrar upon the expiry of the 5-year period from the date of registration, the Registrar will notify the registrant that the business name will be removed from the register within 28 days of the notice.
- Introduction of categories of offences similar to the Companies Act 2014.
NB: The content of this article is provided for information purposes only and does not constitute legal or other advice.
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