Investment Limited Partnerships Act 1994

Number 24 of 1994

INVESTMENT LIMITED PARTNERSHIPS ACT 1994

REVISED

Updated to 7 December 2022

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

Introduction

This Revised Act presents the text of the Act as it has been amended since enactment, and preserves the format in which it was passed.

Related legislation

Investment Limited Partnerships Acts 1994 and 2020: this Act is one of a group of Acts included in this collective citation, to be construed together as one (Investment Limited Partnerships (Amendment) Act 2020 (31/2020), s. 2(1)). The Acts in this group are:

• Investment Limited Partnerships Act 1994 (24/1994)

• Investment Limited Partnerships (Amendment) Act 2020 (31/2020), Part 2

Annotations

This Revised Act is annotated and includes textual and non-textual amendments, statutory instruments made pursuant to the Act and previous affecting provisions.

An explanation of how to read annotations is available at

www.lawreform.ie/annotations.

Material not updated in this revision

Where other legislation is amended by this Act, those amendments may have been superseded by other amendments in other legislation, or the amended legislation may have been repealed or revoked. This information is not represented in this revision but will be reflected in a revision of the amended legislation if one is available.

Where legislation or a fragment of legislation is referred to in annotations, changes to this legislation or fragment may not be reflected in this revision but will be reflected in a revision of the legislation referred to if one is available.

A list of legislative changes to any Act, and to statutory instruments from 1972, may be found linked from the page of the Act or statutory instrument at

www.irishstatutebook.ie.

Acts which affect or previously affected this revision

• Investment Limited Partnerships (Amendment) Act 2020 (31/2020)

• Central Bank (Supervision and Enforcement) Act 2013 (26/2013)

• Credit Union and Co-operation with Overseas Regulators Act 2012 (40/2012)

• Criminal Justice Act 2011 (22/2011)

• Central Bank Reform Act 2010 (23/2010)

• Central Bank and Financial Services Authority of Ireland Act 2004 (21/2004)

• Central Bank and Financial Services Authority of Ireland Act 2003 (12/2003)

• Companies (Amendment) (No. 2) Act 1999 (30/1999)

All Acts up to and including Water Services (Amendment) Act 2022 (39/2022), enacted 7 December 2022, were considered in the preparation of this revision.

Statutory instruments which affect or previously affected this revision

• Criminal Justice (Forensic Evidence and DNA Database System) Act 2014 (Section 11) Order 2015 (S.I. No. 527 of 2015)

• Central Bank Act 1942 (Service of Notices and Other Documents) Regulations 2013 (S.I. No. 300 of 2013)

• European Union (Alternative Investment Fund Managers) Regulations 2013 (S.I. No. 257 of 2013)

• Criminal Justice Act, 1994 (Section 32 (10) (B)) (No. 2) Regulations 1995 (S.I. No. 324 of 1995)

• Investment Limited Partnerships Act, 1994 (Authorisation Fee) Regulations 1994 (S.I. No. 402 of 1994)

• Investment Limited Partnerships Act, 1994 (Commencement) Order 1994 (S.I. No. 213 of 1994)

All statutory instruments up to and including 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 revision.

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. [12th July, 1994]

BE IT ENACTED BY THE OIREACHTAS AS FOLLOWS:

Annotations:

Editorial Notes:

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).

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).

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).

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Investment Limited Partnerships Act 1994