Private Credit Structures
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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