Partners - Ireland

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Legal requirements

Individuals, including overseas investors, can find partners in Ireland.

A partnership is an alternative business structure to that of an Irish registered company which is available to foreign investors. There are several types of partnership:

General Partnership: one of the main types of partnership where the members have responsibility for the liabilities of the business.
Limited Partnership: in which some of the partners have limited liability.
Investment Limited Partnership which has as its principal business the investment of funds in property.
General Partnership - Partnership Act 1890
Limited Partnership - related legislation
Investment Limited Partnerships Act 1994

Types of collaboration

There are several types of partnerships, including:

General Partnership : all the members have responsibility for any debts and obligations of the partnership. It can be made up of natural persons and companies. It is not a separate legal entity - a partnership has no legal personality, separate and distinct from the various partners which comprise the partnership;
Limited Partnerships : similar to general partnerships except that there are one or more general partners with unlimited liability and one or more limited partners whose liability is limited to the amounts of their contributions;
Investment Limited Partnership : this form is useful for collective investment entities, having tax transparency which allows investors to obtain double tax relief, which is unavailable to unit trust investors. There are one or more general partners, one of whom must be an Irish incorporated company with its head office in Ireland.
Franchising : the franchisee buys a licence from the franchisor in order to run a business selling a service or product using the franchisor's business format and trademark or brand.
Limited Partnerships
Basis - information on Franchising

New types of European business structure

European Economic Interest Groupings (EEIG): these are a mechanism through which business within the EU can engage in cross-border commerce. An EEIG must have a minimum of two, up to a maximum of 20 members, who may be companies or natural persons, from different countries in the EU. The manager of a Grouping may be a natural person or a body corporate.

European Communities (European Economic Interest Groupings) Regulations, 1989

Societas Europaea (SE): A Societas Europaea or SE is a European public limited liability company formed under EU regulations. An SE can be formed by merger or as a holding or subsidiary SE or by conversion of a plc to an SE. An SE must have members from different EU countries unless an SE itself is setting up a subsidiary SE.

Other options for expanding your business are taking over an existing one, merging with another company or opening a branch in another EU country.

Administrative procedures

Registration

If the members of a Partnership wish to use a business name which differs in any way from the true names of all the partners who are individuals and the corporate names of all partners which are companies, then the name must be registered with the Companies Registration Office (CRO).

Companies Registration Office

For a partnership, Form RBN1A (together with the relevant fee) must be completed and submitted to the CRO within one month of adopting the business name. You can also apply for a business name on-line.

To form a limited partnership, businesses have to submit the following forms, together with a registration fee, to the CRO:

Form LP1 (application for registration of a limited partnership) - this form should be signed by both the general and limited partners;
Form LP3 (statement of the capital contributed by the limited partners) - statement of the capital contributed by the limited partner(s). The form should also be signed by any of the general partners.
Forms LP1 and LP3
Registration fee

European Economic Interest Groupings or a Societas Europaea which is to be set up in Ireland must also register with the CRO.

New companies which will participate as members of a partnership must also register with the CRO and with the Revenue service for tax.

If you are a Self-employed individual in a partnership, setting up a franchise operation or a member of a joint-venture you must also register for tax with the Revenue service.

Revenue service

Double tax relief

As regards personal income tax, if your income is chargeable to tax in Ireland and in a country with which Ireland has a double taxation agreement, a double charge to tax is prevented by either:

exempting the income from tax in one of the countries, or
allowing a credit in one country for the tax paid in the other country on the same income.
Revenue service - Tax residence

Ireland has signed comprehensive double taxation agreements with 56 countries, of which 48 are in effect. The agreements cover direct taxes, which in the case of Ireland are income tax, corporation tax and capital gains tax.

Revenue - Tax Treaties

Other procedures

If you wish to set up a partnership in certain regulated professions in Ireland, you (the partners) may need to register with the relevant professional body.

List of contacts for regulated professions in Ireland

For some sectors of business, including transportation (e.g. taxis), particular permits are required.

Licences, regulations and permits

Resources

Business Access to State Information and Services (BASIS) delivers government information and services to businesses online. The information is structured around the lifecycle of a business, such as starting up and employing staff.