Ireland's 1907 LP consultation: a significant step for private asset structuring

Introduction

Ireland's private funds industry has experienced significant growth over the past decade, supported by a range of regulated and unregulated investment vehicles. Among these, the limited partnership established under the Limited Partnerships Act 1907 ("1907 LP") has remained a popular structure for private equity, venture capital, infrastructure and other private asset strategies.

The structure remains useful, but the legislative framework underpinning the 1907 LP has changed little for more than a century. In July 2026, the Irish Department of Enterprise, Tourism and Employment launched a public consultation on targeted reforms designed to modernise the regime, improve legal certainty and strengthen Ireland's role as a location for investment structuring.

The consultation forms part of the wider development of the Miscellaneous Provisions (Registration of Limited Partnerships and Business Names) Bill 2024 and reflects the Irish government's objective of encouraging investment activity to be structured within Ireland's regulatory and transparency framework.

The reforms matter because they go directly to some of the practical features private asset managers look for in partnership-based structures: investor capacity, governance certainty and flexibility around capital contributions. If adopted, they would strengthen Ireland's ability to support unregulated private capital structures alongside its established regulated fund offering.
 

Why the reform is being considered

The Irish government has acknowledged that aspects of the current 1907 LP framework are outdated and no longer aligned with modern commercial practice. As part of the Irish Funds Sector 2030 review, the government's stated objectives are to:

• facilitate investment and ease of doing business;

• enhance legal certainty for users of limited partnerships;

• maintain appropriate levels of transparency and oversight; and

• strengthen Ireland's competitiveness as part of the international private capital structuring toolkit.

The consultation focuses on three specific areas where stakeholders have identified practical challenges.

1. Increasing the maximum number of partners

Perhaps the most significant proposal is the planned increase in the maximum number of partners permitted in a 1907 LP.

Under current legislation, a partnership is generally restricted to a maximum of 20 partners, although certain exceptions may allow for up to 50 participants. This limitation reflects historical procedural rules dating back to the early twentieth century rather than any contemporary policy objective.

The consultation proposes increasing the limit to 149 partners, aligning it with the maximum membership permitted for an Irish private company.

For fund sponsors, this could be a meaningful practical development. Larger investor bases could be accommodated within a single partnership vehicle, reducing the need for duplicate or parallel structures and simplifying administration, governance and reporting arrangements.

This means the 1907 LP could become a more credible option where a manager wants an Irish partnership structure that can accommodate a broader investor base.

2. Introducing a safe harbour for limited partner activities

A longstanding feature of partnership law is the principle that a limited partner should not participate in the management of the partnership.

While the concept is straightforward in theory, the current legislation provides limited guidance on what activities constitute "management". This uncertainty can create challenges where investors seek governance rights or wish to participate on advisory committees.

To address this issue, the Irish government is considering the introduction of a statutory "whitelist" or safe harbour provision. Under this approach, certain activities would be expressly permitted without causing a limited partner to lose the benefit of limited liability. Examples under consideration include:

• voting on specified partnership matters;

• approving key decisions;

• consulting with or advising the general partner;

• participating on advisory committees; and

• undertaking other governance-related functions commonly seen in private fund structures.

This would provide greater legal certainty for investors and bring the Irish position closer to the approach seen in established international partnership regimes.

3. Modernising capital contribution rules

The consultation also considers reforms to the rules governing capital contributions and withdrawals.

Historically, partnership legislation has imposed restrictions on the return of capital contributed by limited partners. While these provisions were originally intended to protect creditors, they can be inconsistent with modern private capital fundraising models, particularly where distributions, recycling arrangements and staged funding commitments are common.

The government is therefore exploring mechanisms that would allow greater flexibility in how capital is contributed, managed and returned during the life of the partnership, subject to appropriate safeguards.

For sponsors operating private equity, venture capital and infrastructure funds, this would bring the Irish framework closer to international market standards and provide more flexibility in structuring capital commitments.

For global managers, the practical value would be greater alignment between the legal form of the partnership and the way private capital strategies are now raised, deployed, recycled and distributed across jurisdictions.
 

Why this matters for Ireland's private assets proposition

For Ireland, the consultation is an important signal. It recognises that private asset managers need structures that are flexible, familiar to investors and aligned with international market practice. The proposed modifications would not change every aspect of the 1907 LP regime, but they would address several of the features that have historically limited its use for larger or more sophisticated investor bases.

This is particularly relevant as Ireland continues to build awareness of its private assets proposition across both regulated and unregulated structures. The reforms would give managers another reason to consider Ireland when assessing the right domicile, vehicle and operating model for a new strategy.

The point is not that Ireland becomes the only answer for private asset managers. Rather, the consultation would help Ireland present a stronger and more practical proposition in an area where market perceptions have historically been shaped by more established unregulated fund structuring options elsewhere.
 

What this means for fund managers

The proposed reforms represent another important step in the evolution of Ireland's private funds offering.

Recent years have seen significant development of the Irish Investment Limited Partnership (ILP) framework. If adopted, these changes would similarly modernise the unregulated 1907 LP regime, creating a more attractive structuring option for managers seeking partnership-based vehicles outside a regulated fund framework.

The practical benefits for fund sponsors could include:

• access to larger investor pools within a single vehicle;

• greater certainty around investor governance rights;

• reduced structural complexity and administrative burden;

• increased flexibility for private capital strategies; and

• a stronger Irish option within the wider European and global structuring toolkit.

These benefits should be framed carefully. The reforms would not remove the need for a jurisdiction-by-jurisdiction assessment. They would, however, make Ireland a more practical option for certain strategies and investor bases where managers want a partnership structure supported by Ireland's broader regulatory, fund servicing and professional ecosystem.
 

Looking ahead

The consultation remains open until 14 August 2026 and feedback from industry participants will help shape the final legislative proposals. The reforms are expected to be incorporated into the Miscellaneous Provisions (Registration of Limited Partnerships and Business Names) Bill 2024 as it progresses through the legislative process.

While the final form of the legislation remains to be determined, the direction of travel is clear. Ireland is seeking to modernise its century-old limited partnership framework and position the 1907 LP as a more effective vehicle for private capital investment.

For fund managers considering Irish partnership structures, the consultation signals a potentially significant enhancement to the structuring toolkit available within Ireland. Its wider significance is that domicile selection is becoming more choice-driven: managers need legal certainty, efficient operating models and service partners that can support the fund, investor, investment and entity layers across borders.

About Ocorian

Ocorian supports asset managers across the full fund and asset lifecycle, combining fund administration, accounting, investor services, depositary, AIFM, governance, SPV and regulatory capabilities across key global jurisdictions. In Ireland, Ocorian AIFM (Ireland) provides authorised Alternative Investment Fund Management services to private capital strategies including private equity, venture capital, private credit, infrastructure and real assets.

Our global platform also includes long-established capabilities in other leading fund and structuring centres, including Luxembourg, the United Kingdom and the Channel Islands, enabling managers to access jurisdiction-specific expertise while working with a joined-up service partner across their funds, investors, investments and ancillary entities.