Enhancements to the Irish regime governing investment limited partnership (the "ILP") have led to increased interest in this structure as an option when considering the establishment of a new investment fund. The first part of our advisory series provided answers to the key questions on the features of the ILP; the second part covered the asset classes for which a partnership structure is typically considered and the recent guidance for certain closed-ended funds from the Central Bank of Ireland (the "Central Bank"); the third part considered the service providers that can be appointed to act for an ILP. This fourth part of the series sets out the authorisation process for an ILP.
Before an application can be made to the Central Bank seeking authorisation of an ILP, there are a number of steps that must be taken including identifying the service providers that will be appointed to act in respect of the ILP, ensuring the necessary authorisations/approvals have been obtained for each of these service providers and submitting online questionnaires for each of the directors of the general partner to enable these individuals to be approved by the Central Bank to act in this capacity.
ILPs can only be established as an alternative investment fund ("AIF") and therefore are authorised by the Central Bank as either a retail investor AIF or a qualifying investor AIF. It is currently anticipated that the majority of ILPs will seek authorisation as qualifying investor AIFs. This allows for the Central Bank's 24-hour fast track process to be availed of, noting that depending on the intended strategy of the ILP it may be necessary to submit a pre-submission to the Central Bank in advance of the application for authorisation of the ILP.
While the process to be followed is dependent on whether the ILP is being authorised as a retail investor AIF or a qualifying investor AIF, there is some additional information that needs to be submitted in respect of ILPs that is useful to highlight:
- the application for authorisation as an ILP must be made in writing to the Central Bank by the general partner;
- a payment of a fee to the Central Bank needs to be paid in advance of authorisation being granted. This differs from the process in place for other types of fund structures seeking authorisation as retail investor AIFs or qualifying investor AIFs; and
- a statement of particulars signed by the general partner needs to be submitted as part of the application for authorisation.
While these are the requirements as of the date of this advisory, the Central Bank's authorisation requirements change from time to time.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.