What you need to know
The Department of Enterprise, Tourism and Employment (DETE) has issued a consultation on the following potential changes for limited partnerships in Ireland:
- Increasing the existing cap on the number of limited partners (LPs)
- Introducing a whitelist of safe harbour activities for limited partners, and
- Allowing for access to capital during the lifetime of a limited partnership
Outside of traditional regulated structures in Ireland like Irish Collective Asset-management Vehicles and Investment Limited Partnerships (ILPs), 1907 Limited Partnerships (1907 LPs) have long been popular with asset managers and investors. A 1907 LP is a partnership structure which is established under the Limited Partnerships Act 1907. While the 1907 LP itself is not regulated by the Central Bank of Ireland, a regulatory layer is applied at the level of the Alternative Investment Fund Manager where the partnership is an Alternative Investment Fund. Much like a regulated ILP, a 1907 LP involves an agreement between at least one general partner (GP) and one LP, with the GP acting on behalf of the partnership. These structures are common in the venture capital and private infrastructure space and can also be used for investing in other private asset classes.
While common, owing principally to the antiquated nature of the underlying legislation, 1907 LPs do have to comply with several atypical requirements when compared to similar products in other European jurisdictions.
DETE published a consultation on a proposed reform in July 2026. The consultation aims to update the limited partnership framework to bring the regime more into line with international norms. DETE notes the objectives of the proposed revisions are to:
- Facilitate investment and ease of doing business
- Enhance legal certainty for users of limited partnerships and
- Ensure appropriate levels of transparency and regulatory oversight
Subject to the final feedback which issues from DETE, the changes which are introduced are expected to be incorporated into the Miscellaneous Provisions (Registration of Limited Partnerships and Business Names) Bill 2024. This Bill already includes several other proposed changes following previous industry consultations.
Maximum number of partners
1907 LPs have long been subject to a limit of 20 partners. This is extendable to 50 partners in certain circumstances. This limitation arose from a historical procedural constraint in legal proceedings where the maximum number of parties to a single action was also restricted to 20. In practice, this restriction often necessitated the establishment of parallel 1907 LPs where partner numbers exceeded these thresholds. This adds unnecessary complexity to structures and undermines the relative cost efficiencies associated with 1907 LPs. DETE is now consulting on a potential increase to the maximum number of partners to 149 in line with the maximum member limits for private companies limited by shares under Irish company law.
Introduction of a whitelist of permitted activities
A key consideration for investors in partnership structures is the maintenance of a limited partnership status. One of the reforms introduced as part of the modernisation efforts for equivalent regulated ILPs in Ireland in 2021 was the introduction of a statutory list of safe harbour activities. DETE is now considering the introduction of an equivalent list for 1907 LPs which may include activities such as:
- Approving key partnership decisions
- Advising or consulting with the GP
- Voting on specified matters, and
- Acting in certain roles connected with the partnership structure
Access to capital
Currently, the capital contributions of limited partners cannot be withdrawn during the life of the partnership without the loss of limited liability. DETE is now consulting on the introduction of a controlled mechanism for access to capital. This mechanism would allow the withdrawal or adjustment of capital contributions subject to safeguards, including:
- Solvency requirements
- Creditor protection measures, and
- Appropriate disclosure and filings
Conclusion
The potential reforms set out by DETE should be welcomed by most market participants as targeted changes which can remove a small number of atypical features of the 1907 LP regime. Investors and asset managers alike will be interested in these proposed reforms which could add capital flexibility, certainty and a greater scope for distribution capabilities to an already successful regime. If implemented, these changes would result in a significant boost to the limited partnership regime which sits alongside a suite of best-in-class products already available in Ireland.
The Department of Finance Funds Sector 2030 Report which was published in October 2024 identified the need to support the growth of private assets in Ireland. This consultation from DETE sits within the broader Government focus on the private asset industry in Ireland. In addition, the Central Bank has also introduced a number of key enhancements to its AIF Rulebook, as set out in our recent update.
DETE is seeking responses to the consultation by 14 August 2026.
For more information and expert advice, contact a member of our Investment Funds team.
The content of this article is provided for information purposes only and does not constitute legal or other advice.
