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Limited Partnership Reform: Consultation
The Department of Enterprise, Tourism and Employment (DETE) has launched a consultation on targeted reforms to the legislative framework governing limited partnerships in Ireland.
It is expected that these proposed reforms would form part of the Miscellaneous Provisions (Registration of Limited Partnerships and Business Names) Bill. The DETE consulted on wider aspects regarding this Bill in 2019 and the General Scheme was published in 2024 (PDF, 566 KB).
The current consultation seeks stakeholder views on three specific policy proposals under consideration for inclusion in the Bill:
- Increase in maximum number of partners: Limited partnerships are currently subject to a statutory maximum of 20 partners, subject to limited exceptions. The DETE is considering increasing the maximum number of partners to 149, in line with the maximum member limits for LTDs.
- Introduction of a whitelist of permitted activities: Under the Limited Partnerships Act 1907, a limited partner loses their limited liability if they take part in the management of the partnership. The DETE is considering the introduction of a statutory “whitelist” of activities that limited partners may undertake without being deemed to participate in management.
- Access to capital: Currently limited partners must make a capital contribution, which cannot be withdrawn during the life of the partnership without loss of limited liability. The DETE is considering the introduction of a controlled mechanism for access to capital, allowing withdrawal or adjustment of capital contributions subject to safeguards.
The consultation closes on 14 August 2026. For more, see our briefing: Ireland consults on reform of Limited Partnership Framework.
Beneficial Ownership of Trusts
The European Union (Anti-Money Laundering: Beneficial Ownership of Trusts) (Amendment) Regulations 2026 have been published and amend the 2021 Beneficial Ownership of Trusts Regulations to implement aspects of the Sixth Anti-Money Laundering Directive. The principal changes are:
- Expanded unrestricted access to the Central Register: Unrestricted access rights have been extended to additional Irish and EU authorities, including officers of the Minister for Foreign Affairs and Trade and of the Minister for Enterprise, Tourism and Employment, the CBI, AMLA, EPPO, OLAF, Europol and Eurojust.
- New legitimate-interest access regime: Inpiduals may apply for a certificate granting access to certain beneficial ownership information where they can demonstrate a legitimate interest in combating money laundering and terrorist financing. Certificates are valid for three years.
- Statutory response timeframes: From 10 November 2026, the Registrar must respond to requests for access to the register within 12 working days, subject to limited extensions in periods of high demand.
- Enhanced protections for vulnerable beneficial owners: In addition to minors, further safeguards now apply to persons lacking capacity and inpiduals at risk of harm if their information is disclosed.
- New appeal right: Applicants refused a certificate, or whose certificate is revoked, may appeal to the District Court within 10 working days.
- Fee restrictions: Fees may only be charged to cover the costs of maintaining information quality and facilitating access to the Register.
CASE LAW: SHAREHOLDER ACCESS TO A COMPANY'S PRIVILEGED LEGAL ADVICE
In Globoforce Group plc t/a Workhuman v Luxembourg Investment Company 276 S.à r.l. & Ors [2026] IEHC 397 (PDF, 679 KB), the High Court confirmed that Irish law does not recognise a “shareholder rule” entitling shareholders to access a company’s privileged legal advice. Absent a waiver, shareholders have no automatic right to inspect privileged communications. The decision reinforces the separate legal identity of the company and strengthens the protection of legal advice privilege in shareholder disputes.
Corporate Enforcement Authority (CEA) Publishes Annual Report for 2025
The CEA’s Annual Report 2025 (PDF, 6,602 KB) highlights continued enforcement activity, including 98 director restrictions and 19 disqualifications, and provides examples of compliance action across a range of Companies Act breaches. Statutory auditors’ reports remain a key source of intelligence, with 147 reports from auditors (where they formed the opinion that an indictable offence under company law may have been committed) received in 2025, many arising from changes in statutory auditors. The CEA also highlights enforcement action relating to inadequate accounting records, de facto directors and the provision of false information to the Companies Registration Office, underlining the importance of robust corporate governance and compliance.
UK Register of Overseas Entities
New legislation has amended the UK Register of Overseas Entities (ROE) regime. By way of reminder, Irish corporates holding UK real estate may fall within scope of the ROE. The changes increase public access to trust information held in the ROE (where a trust is in the holding structure of an overseas entity) by:
- removing the requirement to name the trust when requesting access to trust information; and
- allowing Companies House to disclose trust information (excluding any information relating to a minor) where a trust includes a minor beneficiary (previously, all trust information relating to that trust was withheld).
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