Private Credit Structures

Vehicle Comparison Table
Private Credit Structure Diagrams

Irish structuring options commonly used for private credit include:

  • Investment Limited Partnership (ILP): a regulated limited partnership established in Ireland designed specifically to be an investment fund
  • 1907 Limited Partnership: an unregulated limited partnership established in Ireland
  • Irish Collective Asset-management Vehicle (ICAV): a regulated corporate vehicle designed specifically to be an investment fund
  • Section 110 Company: an unregulated private limited company established in Ireland that is a leading structuring choice for a wide range of securitisation, structured products and programmes, credit strategies and investment platforms

A comparison of each of the key features of each of these structures is set out below.

ITEM
IRISH INVESTMENT LIMITED PARTNERSHIP
IRISH 1907 LIMITED PARTNERSHIP
ICAV QIAIF
SECTION 110 COMPANY
Legal Structure
Partnership - at least 1 general partner & 1 limited partner
Partnership - at least 1 general partner & 1 limited partner
Corporate entity
Irish tax resident corporate entity (most commonly incorporated as a single member designated activity company (DAC)
Separate Legal Personality
No
No
Yes
Yes
Regulatory Status
No
No
Yes
Yes
Legal Framework
Common law
Common law
Common law
Common Law
Applicable Legislation
European Union (Alternative Investment Fund Managers) Regulations, 2013, Investment Limited Partnerships Act 1994, Central Bank AIF Rulebook
European Union (Alternative Investment Fund Managers) Regulations, 2013, Limited Partnerships Act 1907
European Union (Alternative Investment Fund Managers) Regulations, 2013
Irish Collective Asset-management Act 2015
Companies Act 2014
Taxes Consolidation Act 1997
Umbrella Fund/ Protected Cell Structure Possible
Yes
No
Yes
No – Contractual segregation possible
Governance Structure
Unregulated general partner. Directors of general partner subject to Central Bank of Ireland fitness & probity regime
Unregulated general partner
Board of directors subject to Central Bank of Ireland fitness & probity regime
Board of directors
Irish Resident Directors Required
Only required if the general partner is Irish. 2 Irish resident directors and 1 independent (which can be one of the Irish directors)
N/A
2 Irish resident directors and 1 independent (which can be one of the Irish directors)
2 Irish resident directors
Location of General Partner
Possible to establish general partner outside of Ireland
(e.g. US)
Amendment forthcoming requiring at least 1 general partner (entity itself) to be resident in an EEA state
N/A
N/A
Open/Closed-Ended
Both possible
Both possible
Both possible
Both possible
Maximum Number of Investors
Unlimited
20/50 partners depending on nature of the fund
Unlimited
Unlimited
Ability to Offer Preferential Terms to Certain Investors
Yes
Yes
Yes
No
Possible to Structure as a "non-AIF"
No
Yes
No
Yes
Required Service Providers
General Partner, AIFM, Depositary & Auditor
General Partner, AIFM, Depositary & Auditor
AIFM, Depositary & Auditor
Corporate Administrator, Account Bank & Auditor
Speed to Market

24 hours regulatory approval by Central Bank

Passports: 1 month (if Irish AIFM) 2 months (if non Irish EU AIFM)

No regulatory approval. Formed as soon as the LPA is finalised and entered into

Passports: 1 month (if Irish AIFM) 2 months (if non Irish EU AIFM)

24 hours regulatory approval by Central Bank

Passports: 1 month (if Irish AIFM) 2 months (if non Irish EU AIFM)

No regulatory approval
EEA Marketing Passport
Yes
Yes
Yes
No
Investor Eligibility
Qualifying Investors (i.e. professional investors, certain types of semi-professional/retail investors) & employees. €100,000 minimum commitment
Unrestricted
Unrestricted
Generally unrestricted (subject to consideration of investor tax profile for certain structures)
Method of Investment
Capital commitments & capital contributions
Debt and equity contributions (e.g. 99.999% loan and 0.001% equity)
Capital commitments & capital contributions
Debt instruments
Investment Restrictions
Unrestricted (except for direct exposure to crypto assets and certain loan origination fund restrictions)
Unrestricted (except for certain loan origination fund restrictions)
Unrestricted (except for direct exposure to crypto assets and certain loan origination fund restrictions)
Must be “Qualifying Assets” under Section 110 TCA, which includes almost all financial assets
Loan Origination Fund Requirements
Pre-2026: Certain Irish domestic rules
2026 onwards: Harmonised across all EU countries
Pre-2026: None
2026 onwards: Harmonised across all EU countries
Pre-2026: Certain Irish domestic rules
2026 onwards: Harmonised across all EU countries
None

Borrowing / Leverage Limits

None (except for loan origination funds – currently 200% gross assets but to be harmonised across the EU from April 2026 (1) closed-ended 300% net asset value (“NAV”), (2) open-ended: 175% NAV)
None (except for loan origination funds – to be harmonised across the EU from April 2026 (1) closed-ended 300% NAV, (2) open-ended: 175% NAV)
None (except for loan origination funds – currently 200% gross assets but to be harmonised across the EU from April 2026 (1) closed-ended 300% NAV, (2) open-ended: 175% NAV)
None
Diversification Requirements
None (except for loan origination funds)
None (except for loan origination funds)
None (except for loan origination funds)
None
Tax – Fund/Entity Level
No Irish tax on income or gains from its underlying investments (assuming no assets related to Irish land). For tax purposes, income or gains are generally allocated to the partners
VAT exemptions for provision of management services
Treaty access may be available depending on investor profile. Couple with s.110 DAC below the fund for treaty access
Usual structuring considerations for an orphan S.110
No Irish WHT on interest payments paid in Ireland to an ILP
Not considered to be ‘acting together’ solely on the basis of being partners in the same partnership. Revenue guidance and legislation to support this
For private equity structures only, additional dividend withholding tax analysis needed if underlying structure/target is Irish

No Irish tax on income or gains from its underlying investments (assuming no assets related to Irish land). For tax purposes, income or gains are generally allocated to the partners

From 1 January 2025 the VAT exemption for provision of management services may be available in certain circumstances. Otherwise, management service should be provided at different level in the structure

Treaty access may be available depending on investor profile. Couple with s.110 DAC below the fund for treaty access. Usual structuring considerations for an orphan S.110

Not considered to be ‘acting together’ solely on the basis of being partners in the same partnership. Revenue guidance and legislation to support this

For private equity structures only, additional dividend withholding tax analysis needed if underlying structure/target is Irish

No Irish tax on income or gains from its underlying investments (assuming no assets related to Irish land)

ICAV can elect under the US “check the box” taxation rules to be treated as a transparent entity for US federal tax income purposes. This results in the ICAV being treated as a “partnership” (if it has more than one investor) or “disregarded entity” (if it only has one investor) for US tax purposes. This allows US tax investors to avoid certain adverse consequences that would apply to passive foreign investment companies (PFICs)

Most services supplied to ICAV are VAT exempt

Structured to ensure Irish corporation tax applies only on nominal profits left in SPV thereby minimising tax on underlying investments (assuming no assets related to Irish land).

Management services (which include portfolio management services) supplied to a Section 110 company are exempt from Irish VAT

Ireland is party to an extensive range of double tax treaties that, depending on the particular treaty, can ensure that the Section 110 company receives income on its underlying assets free from withholding tax or at a reduced rate

For private equity structures only, additional dividend withholding tax analysis needed if underlying structure

Tax – Investor Level

There is a withholding tax exemption available for distributions from an Irish ICAV to an ILP

The ILP is tax transparent for Irish tax purposes and is not subject to Irish tax on its investment income and gains

The ILP is subject to reverse hybrid rules. However, as a regulated fund, there are exemptions, particularly the collective investment vehicle exemption, and investors typically represent that they treat the entity as transparent. In practice, reverse hybrid issues can be navigated

Typically no stamp duty on transfer of units

Treated as transparent for Irish tax purposes

1907 is subject to reverse hybrid rules. Where the 1907 LP is managed by an AIFM it can fall within the exemptions provided within the rules, particularly the collective investment vehicle exemption. In practice, reverse hybrid issues can be navigated

No Irish withholding tax or exit tax will apply to any distributions to non-Irish investors (and certain categories of Irish investors)

No transfer taxes or capital duties are applied on the issue, transfer or selling of shares

Most commonly used exemption from Irish withholding tax on interest paid by an SPV is the ‘quoted Eurobond’ exemption
Full treaty access also available

View diagrams of each Private Credit structure:

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