The Irish Investment Limited Partnerships Act – what’s new? 18 September 2019

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Philip Dempsey

Country Head - Ireland

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Bridging the Gap

The Irish Minister for Finance, Mr. Paschal Donohoe, recently published the Investment Limited Partnerships (ILP) (Amendment) Bill 2019.  In the amended ILP Bill, we see much needed changes to the existing legislation that will increase Ireland’s attractiveness as a jurisdiction of choice for closed-ended strategies such as real estate, private equity, debt, venture capital and infrastructure.  These highly anticipated changes will close the gap between Ireland and other leading European jurisdictions where funds are domiciled.

What is the Investment Limited Partnership Act?

The ILP Act provides for the establishment and operation of a regulated ILP structure.  The ILP can be used in conjunction with the Alternative Investment Fund Managers Directive (AIFMD), which allows managers registered under AIFMD, to market their funds across the EU and EEA using the European funds marketing passport license/mechanism.

What is an ILP?

An ILP is a limited partnership fund structure, which is constituted, pursuant to a Limited Partnership Agreement (LPA), where one or more General Partners (GPs), enter into an agreement, with any number of Limited Partners (LPs).  An ILP must have an Irish domiciled GP, who will conduct the day-to-day business of the partnership.

The assets and liabilities of the partnership are owned proportionately by the LPs, with their liability being limited to the extent of their capital account.  The GP is liable for any debt, liability, or obligation greater than the value of the partnership. As ILPs constitute a collective investment undertaking, there is no tax exposure at a fund level, and the ILP remains tax transparent, making this an attractive structure for investors wanting to maintain their current tax status.  An ILP must appoint a licensed AIFM, which may be Irish or EU domiciled.  In addition, the ILP must appoint an Irish domiciled administrator and depository to perform the respective functions required under AIFMD.

Key highlights of the Amendment Bill

  • Umbrella Funds: GPs will have the ability to register and operate an ILP as an Umbrella Fund with segregated liability between sub-funds.
  • “Safe Harbour” Rules: The introduction of “Safe Harbour” rules allow LPs to participate in advisory committees, vote on changes to the LPA and conduct certain activities without losing their limited liability status.
  • Amendments to the LPA: Amendments may be made to the LPA with a simple majority, rather than unanimous approval, of the LPs and providing for the ability to make changes to the LPA if the depositary certifies that the proposed amendments do not prejudice the interests of limited partners and certain other requirements are fulfilled
  • Dual Foreign Name: The ability to register a “dual foreign name” for the ILP for non-English speaking jurisdictions and receive official recognition thereof.
  • AIFMD Alignment: Certain provisions, clauses and definitions have been amended to conform to the AIFMD prescribed legislation.
  • Liability provisions: Standardising the liability provisions (including those which apply to service providers) with standards under other Irish regulated investment funds, and under AIFMD standards, aligning the ILP legislation to recent statutory updates.
  • Admission or removal of GPs: Creating a statutory vesting event whereby all assets, liabilities and property, in whatever nature of the ILP, are transferred from the exiting GP to the incoming GP or remaining GP(s).

Modifying the provisions relating to withdrawals or redemptions to reflect other forms of collective investment schemes.

Motives behind the upcoming ILP Legislative Amendments

The proposed amendments are set to reflect the significant changes in the global closed-ended environment, in terms of modernisation of the ILP in terms of the relevant EU legislation.  The Irish Government stated, in the “IRELAND FOR FINANCE - Strategy for the development of Ireland’s international financial services sector to 2025”,  that the modernisation of the existing ILP legislation, is a key strategic priority to enhancing Ireland’s position as a leading global fund domicile, now, and into the future.  

Expected Uptick

It is expected that the changes will greatly enhance the attractiveness for both investment managers and investors alike.  The ILP can cater for all major investment strategies and is a suitable vehicle for alternative assets, credit, lending vehicles, managed accounts, hybrid funds and hedge funds. The updated limited partnership regime will further enhance Ireland’s position as one of the leading international fund domiciles.  Coupled with the potential removal of the National Private Placement Regime, this will become an intriguing option for Non-EU managers seeking access to capital in Europe.

How can SANNE assist?

We have a fully licensed third-party AIFM and Management Company (ManCo), with an office in Dublin, Ireland.  The Firm delivers fund solutions to renowned investment managers and fund initiators.  SANNE (Ireland) is a fully licensed and regulated administrator with the ability and expertise to service all asset classes.

This positions SANNE to give investment managers and fund sponsors the ability to realise their investment ideas through turnkey solutions in all aspects of management, governance and servicing of the investment fund structure and supporting vehicles.  We provide our clients with a full suite of corporate, fund administration and depository services allowing them to focus on the management of the investments.

  • Full scale AIFMD compliant management company services;
  • Fund distribution and infrastructure services for entry into the EU and the UK; and
  • Complete administration service including NAV calculations, transfer agency, investor & regulatory reporting, company secretarial, directorship services, VAT calculation and director payroll services.

For further information on our services please contact Philip Dempsey and James Kay-Hards.