Investment Limited Partnerships Act 1994
F118[Continuation of migrating partnership.
62. (1) A general partner of a migrating partnership may apply to the Bank for the migrating partnership to be authorised under this Act as an investment limited partnership in the State by way of continuation; subject to the subsequent subsections of this section—
(a) such an application shall be regarded as an application under this Act for authorisation of the migrating partnership as an investment limited partnership, and
(b) the provisions of this Act in relation to—
(i) an application for such authorisation,
(ii) the conditions for such authorisation,
(iii) the grant of such authorisation,
(iv) all of the other requirements of this Act in respect of the authorisation of an investment limited partnership and of matters precedent and incidental to such authorisation and all of the provisions of this Act concerning an investment limited partnership that have effect on and from the grant of an authorisation in relation to it,
shall apply in respect of, as appropriate—
(I) the application referred to in this subsection or, as appropriate, the granting of the authorisation, on foot thereof, and
(II) every other matter concerning the investment limited partnership, as provided by or under this Act, on and from the grant of the authorisation.
(2) For the purposes of an application referred to in subsection (1)—
(a) the general partner concerned shall notify, in writing, the Bank of its intention to make such an application,
(b) the Bank, on receipt of that notification, shall request the general partner to make an application for an authorisation under section 8 in respect of the migrating partnership,
(i) the consideration by the Bank of the documentation specified in subsection (3) shall be postponed until such time as the Bank has notified the general partner, as provided under paragraph (ii), of the decision referred to in that paragraph (but this paragraph does not apply if the decision of the Bank, with regard to the relevant application, is otherwise than as stated in paragraph (ii) and, in the latter case, the foregoing documentation shall not be considered by it), and
(ii) the Bank, following the relevant application made to it under section 8, shall (where such is the decision that it has made) notify the general partner that it proposes to grant the relevant authorisation under that section.
(3) The notification under subsection (2) in respect of the application concerned shall be accompanied by—
(a) a statement, in such form as may be specified by the Bank, and signed by a general partner of the migrating partnership,
(b) the registration documents, and
(c) a statutory declaration, in such form as may be specified by the Bank, made by a solicitor engaged for this purpose by the migrating partnership, or by the general partner, and stating that the list and schedule specified in paragraphs (c) and (f), respectively, of the definition of "registration documents" in section 61(1) are accurate in all material respects,
and the Bank may accept the declaration referred to in paragraph (c) as sufficient evidence as to the accuracy, as referred to in that paragraph, of the list and schedule concerned.
(4) Subsection (5) applies unless, on foot of its consideration of the documentation specified in subsection (3), the Bank has grounds to doubt, as appropriate—
(a) the authenticity of, or
(b) the accuracy in any material respect of any fact stated in,
(5) Where this subsection applies, the Bank shall issue under section 8(6) a certificate of authorisation in respect of the migrating partnership following the notification to the general partner of its decision as referred to in subsection (2)(ii); that certificate shall include an indication that the authorisation granted under this Act in respect of the migrating partnership is an authorisation as an investment limited partnership in the State by way of continuation.
(6) A general partner of the migrating partnership shall, as soon as may be after the certificate referred to in subsection (5) has been issued in respect of the migrating partnership, apply for the migrating partnership to be de-registered (if applicable or required) in the relevant jurisdiction.
(7) From the date of the issue of the certificate referred to in subsection (5) in respect of it, the migrating partnership shall be deemed to be an investment limited partnership authorised under this Act and shall continue for all purposes under this Act, and the provisions of this Act shall apply to the migrating partnership, but this section does not operate—
(a) to create a new legal entity,
(b) to prejudice or affect the identity or continuity of the migrating partnership as previously formed and where relevant registered under the laws of the relevant jurisdiction for the period that the migrating partnership was formed and where relevant registered under the laws of the relevant jurisdiction,
(c) to affect any contract made, resolution passed or any other act or thing done in relation to the migrating partnership during the period that the migrating partnership was so formed and where relevant registered,
(d) to affect the rights, authorities, functions and liabilities or obligations of the migrating partnership or any other person, or
(e) to render defective any legal proceedings by or against the migrating partnership.
(8) Without prejudice to the generality of subsection (7)—
(a) the failure of a general partner of a migrating partnership to send to the Bank the particulars of a charge or security interest created before the date of issue of the certificate referred to in subsection (5) shall not prejudice any rights which any person in whose favour the charge was made or security interest created may have under it, and
(b) any legal proceedings that could have been continued or commenced by or against the migrating partnership or any general partner of it in respect of that migrating partnership before the date of issue of that certificate may, notwithstanding the issue of that certificate, be continued or commenced by or against the migrating partnership or a general partner of it in respect of that migrating partnership after the date of issue of that certificate.]
Inserted (1.02.2021) by Investment Limited Partnerships (Amendment) Act 2020 (31/2020), s. 40, S.I. No. 19 of 2021.