The Investment Limited Partnerships Act 1994 — Ireland
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The ILP Act creates Ireland's regulated fund partnership, authorised and supervised by the Central Bank. A general partner is personally liable for the partnership's debts. A limited partner contributes, or undertakes to contribute, a stated amount and is not liable beyond it, subject to the exceptions in sections 6, 12 and 38(4). The 2020 Amendment Act added umbrella ILPs, widened the existing limited partner safe harbour and changed how the partnership agreement is amended.
Scope and mechanism
Section 5 sets the shape. Two or more persons may form an ILP whose principal business is investing its funds in property. It needs at least one general partner and one limited partner, and a depositary with a place of business in Ireland. It also needs a certificate of authorisation from the Central Bank. A body corporate may be a general or a limited partner, and a partnership may be a limited partner (s.5(2)).
Authorisation is the gate. Under section 8, the Central Bank will not authorise an ILP unless a general partner is an authorised AIFM, or otherwise satisfies the Bank on competence and probity. The depositary must be one eligible under Regulation 22(3) of the AIFM Regulations 2013. One person may not act as both general partner and depositary (s.8(2)). The certificate is conclusive evidence of formation (s.8(6)), and no limited partner has limited liability before it issues (s.8(7)).
In practice: a limited partner contribution can be cash or other property at a fair and appropriate value, but never services or a loan (s.5(3) and (4)). A partner may still lend to the ILP as a separate transaction, subject to Central Bank conditions (s.19(2)). That loan does not count towards its capital contribution.
Key provisions
| Provision | What it says | The practical point |
|---|---|---|
| Limited partner safe harbour (s.6) | A limited partner who takes part in the business can lose limited liability. Section 6(4) lists acts that do not count, including voting on key matters. | Section 6(4)(f), added in 2020, protects specified participation in advisory and other committees. |
| Central Bank conditions (s.7) | The Bank may set conditions on investment policy, diversification, gearing, prospectus content and reporting. | The Central Bank sets its fund conditions in the AIF Rulebook (July 2026 edition). |
| Alteration of the agreement (s.11) | Every partner signs, unless the agreement allows approval after notice by a majority of general partners and of limited partners (s.11(1A) and (1C)). A depositary may instead certify no prejudice, if the agreement gives it that power and the Bank has not reserved the matter (s.11(1B)). | Every alteration and any change of name also needs the Central Bank's prior approval (s.11(2)). |
| Name and office (s.12) | The ILP keeps a registered office and a principal place of business in Ireland, which may share an address. Its name ends with "investment limited partnership" or "ILP", or the Irish "Comhpháirtíocht Theoranta Infheistíochta" or "CTI". | An alternative foreign name is allowed under s.8(4B), with its own suffix rule in s.12(2A). |
| Annual report (s.16) | The ILP publishes and files an audited annual report with the Central Bank, in the form the Bank prescribes. | Section 16(3) sets out when the auditor must report concerns, such as misdescribed assets or off-policy investments. |
| "Majority of limited partners" (s.19A) | Where the agreement does not define it, a majority means a simple majority by value of contributions. | The default applies only where the agreement is silent. It also applies within a class or a sub-fund (s.19A(3)). |
| Return of capital (s.20) | A return of contribution must be provided for in the agreement. The general partner must also have calculated NAV on the most recent occasion it fell due under the AIFM Regulations. | That NAV must have been above zero. An earlier positive NAV does not satisfy the test if a later calculation was due. |
| Beneficial ownership (ss.46 to 59) | The general partner keeps a beneficial ownership register and files it with a central register. The Central Bank acts as Registrar (s.49). | This is a live AML filing duty for every ILP, with offences for failure (s.59). |
| Migration (ss.60 to 67) | A partnership that is an AIF formed in a jurisdiction prescribed by the Minister can continue in Ireland as an ILP. An ILP can also continue in a prescribed jurisdiction. | Each route needs a solvency declaration made not more than 28 days before the application (s.67). |
| Umbrella ILPs (s.5(5) and Schedule) | An ILP can have sub-funds. Each sub-fund's liabilities are met only from its own assets. | Letterheads and written contracts must state that it is an umbrella fund with segregated liability between sub-funds. |
Amendment history
| Date | Instrument | What changed |
|---|---|---|
| 25 Jul 1994 | Act No. 24 of 1994 | Created the ILP. Commenced on 25 July 1994 by S.I. 213/1994. |
| 16 Jul 2013 | S.I. 257/2013, Reg. 67 | Aligned the Act with the AIFMD. The general partner must be an authorised AIFM or meet competence and probity tests, and the depositary must meet Regulation 22(3). |
| 1 Feb 2021 | ILP (Amendment) Act 2020 (No. 31 of 2020) | Commenced by S.I. 19/2021. It added umbrella ILPs, the wider s.6 safe harbour, easier s.11 amendments, s.19A, the new s.20 and migration. "Custodian" became "depositary". |
| 1 Mar 2021 | ILP (Amendment) Act 2020, s.39 | Inserted the beneficial ownership register and central register (ss.46 to 59). |
What it works with
The Act supplies the wrapper, not the rulebook. The manager side runs under the AIFM Regulations 2013, which carry the EU AIFMD into Irish law. An ILP is authorised under the Central Bank's AIF Rulebook, and the Bank publishes ILP application forms for both RIAIFs and QIAIFs (CBI AIF forms). The ILP glossary entry gives the short version. For credit strategies, the ILP credit funds guide and the Ireland vs Luxembourg loan-origination comparison cover the product rules.
The ILP is Ireland's partnership form for regulated funds. The corporate alternative is the ICAV. The private fund domicile comparison sets Irish, Luxembourg and Channel Islands vehicles side by side.
In practice: the Irish Statute Book link shows the 1994 Act as enacted, before the 2013 and 2020 amendments. The Law Reform Commission's revised Act consolidates those amendments, as an administrative text rather than the law itself. The consolidation is dated 7 December 2022, and the Commission states it was up to date with all changes known to be in force as of 17 September 2026.
To verify
- AIFMD II knock-on changes: confirm whether S.I. 181/2026 or any 2026 Act amended the ILP Act, for example on loan origination or depositary references.
- Section 6 numbering: the revised Act notes that the 2020 insertion of s.6(5) did not take account of the existing s.6(5). Confirm the correct citation before quoting either subsection.
- Central Bank conditions: confirm the current ILP-specific requirements in the Central Bank's AIF Rulebook as revised in May 2026.
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