| IRISH INVESTMENT LIMITED PARTNERSHIP | |
|---|
| Partnership - at least one general partner and one limited partner | Partnership - at least one GP & one LP |
Separate Legal Personality | | |
| | |
| | |
| European Union (Alternative Investment Fund Managers) Regulations, 2013, Investment Limited Partnerships Act 1994, Central Bank AIF Rulebook | Law of 12 July 2013 on alternative investment fund managers, Law of 10 August 1915 on commercial companies |
Umbrella Fund/Protected Cell Structure Possible | | |
| Unregulated general partner. Directors of general partner subject to Central Bank of Ireland fitness & probity regime | |
Irish Resident Directors Required | Only required if the general partner is Irish. Two Irish resident directors and One independent (which can be one of the Irish directors) | |
Location of General Partner | Possible to establish general partner outside of Ireland (e.g. US) | The partnership manager (gérant) (which is typically also the GP) must be in Luxembourg |
| | |
Maximum Number of Investors | | |
Ability to Offer Preferential Terms to Certain Investors | | |
Possible to Structure
as a "non-AIF" | | |
Required Service Providers | General Partner, AIFM, Depositary & Auditor | General Partner, AIFM, depositary & auditor |
| 24 hour regulatory approval by Central Bank Passports: One month (if Irish AIFM) two months (if no Irish AIFM) | No regulatory approval. Formed as soon as the LPA is finalised and entered into Passports: One month (if Lux AIFM) two months (if no Lux AIFM) |
| | |
| Qualifying Investors (i.e. professional investors, certain types of semi-professional/retail investors) & employees. €100,000 minimum commitment | |
| Capital commitments & capital contributions | Capital commitments & capital contributions |
| Unrestricted (except for direct exposure to crypto assets and certain loan origination fund restrictions) | Unrestricted (except for certain loan origination fund restrictions) |
Loan Origination Fund Requirements | Pre-2026: Certain Irish domestic rules 2026 onwards: Harmonised across all EU countries | |
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 ass 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) |
Diversification Requirements | None (except for loan origination funds) | None (except for loan origination funds) |
| - 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
| - Under current law, a Luxembourg SCSp (the “Lux Fund”) is transparent for Luxembourg corporate income tax (subject to the possible application of the anti-hybrid rules) and net wealth tax (NWT) purposes
- Provided certain conditions are satisfied, the Lux Fund will not be subject to Luxembourg municipal business tax (MBT)
- The Lux Fund could be subject to reverse hybrid rules unless it falls under the collective investment vehicle exemption applies. Majority of investor countries see the SCSp as tax transparent
- A non-regulated Lux Fund is not subject to any Luxembourg subscription taxes
- No stamp duty or other tax is payable in Luxembourg on the issue or transfer of interests by the Lux Fund
|
| - 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
| - No Luxembourg WHT on any distribution (non-liquidating or liquidating), redemption or other payments made by a Lux Fund to non-Luxembourg resident investors
- Non-Luxembourg resident investors with no PE in Luxembourg are generally not liable to any Luxembourg income tax on income received and capital gains realized upon the sale, disposal or redemption of Lux Fund interests, assuming the Lux Fund does not directly or indirectly (through other tax transparent entities) invest in real estate located in Luxembourg or hold any significant shareholding in Luxembourg resident companies
|