ARTICLE
29 August 2025

Investment Limited Partnerships - The Formation Of An Investment Limited Partnership And Life Cycle

AC
Arthur Cox

Contributor

Arthur Cox is one of Ireland’s leading law firms. For almost 100 years, we have been at the forefront of developments in the legal profession in Ireland. Our practice encompasses all aspects of corporate and business law. The firm has offices in Dublin, Belfast, London, New York and Silicon Valley.
Our fund establishment team advises on all types of funds including private equity, private credit, real estate, infrastructure, venture capital and many more.
Ireland Finance and Banking

Our fund establishment team advises on all types of funds including private equity, private credit, real estate, infrastructure, venture capital and many more. The team is fully equipped to advise clients throughout the entire life cycle of a fund from establishment to liquidation and everything in between.

STEPS

1. STRUCTURING

  • Advice on the choice of vehicle
  • Tax structuring advice
  • Advice on distribution strategy in light of target investors
  • Analysis of the investment policy and advising on any regulatory requirements
  • Introductions to service providers (including AIFMs, depositaries and administrators) and directors
  • Establishment of subsidiaries
  • Establishment of carried interest vehicles, alternative vehicles and parallel funds

2. DOCUMENTS/NEGOTIATION

  • Drafting limited partnership agreement
  • Drafting prospectus and supplements
  • Negotiating with investors including in relation to side letters
  • Drafting or reviewing financing documents
  • Drafting general partner policies (if the general partner is incorporated in Ireland)

3. OBTAINING AUTHORISATION

  • Preparation of Central Bank application
  • Submission of application to Central Bank (authorisation received in 24 hours)
  • Obtaining marketing passport
  • Assisting with any registrations

4. LAUNCH

  • Coordination of closings
  • AML advice
  • Closing any financings

5. DAY-TO-DAY OPERATIONS

  • Maintenance of regulatory compliance calendar
  • Fund company secretarial services
  • Assistance with quarterly board meetings
  • Preparation of board packs
  • Review of annual and semi annual accounts
  • Board training
  • Advice on regulatory changes
  • Assistance with subsequent closings
  • Advice in relation to change of service providers

6. WINDING UP/LIQUIDATION

  • Drafting liquidation step plan
  • Liaising with liquidators
  • Assisting with de-registrations

This article contains a general summary of developments and is not a complete or definitive statement of the law. Specific legal advice should be obtained where appropriate.

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