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Irish Investment Limited Partnership Law Amendments: Q&A 16 March 2021

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Irish Investment Limited Partnership Law Amendments: Q&A 16 March 2021 Irish Investment Limited Partnership Law Amendments: Q&A 16 March 2021 Comparison of Limited Partnership Laws in Ireland, Luxembourg, Cayman Islands and Delaware IRELAND LUXEMBOURG LUXEMBOURG CAYMAN ISLANDS DELAWARE INVESTMENT LIMITED COMMON LIMITED SPECIAL LIMITED EXEMPTED LIMITED LIMITED PARTNERSHIP PARTNERSHIP (“ILP”) PARTNERSHIP (“SCS”) PARTNERSHIP (“SCSp”) PARTNERSHIP (“ELP”) (“DLP”) Implementing Investment Limited Law of 10 August 1915 on Law of 10 August 1915 on Partnership Law (2013 Delaware Revised Uniform Legislation Partnerships Act, 1994, as Commercial Companies, Commercial Companies, Rev.) and Exempted Limited Partnership Act amended by the Section III, sub-section 1 Section III, sub-section 2 Limited Partnership Law (“Del LPA”) Investment Limited (“Lux LP Law”) (“Lux LP Law”) (2018 Rev.) (“ELP Law”) Partnerships (Amendment) Act 2020 (“ILP Act”) Alternative name comhpháirtíocht theoranta société en commandite société en commandite Not applicable Not applicable infheistíochta simple spéciale Basic Structure Required Partners An ILP requires at least A SCS is a partnership A SCSp is a partnership An ELP must have least A DLP is a partnership one general partner and at established by contract, established by contract, one general partner and consisting of two or more least one limited partner between one or more between one or more one limited partner. persons and having one or partners with unlimited partners with unlimited more general partners and liability and one or more liability and one or more one or more limited partners with limited partners with limited partners. liability. liability. Formation Process An ILP comes into A SCS is created through A SCSp is created through A partnership, limited or To form a DLP, one or existence when the ILP is the partnership agreement the partnership agreement otherwise, shall not be an more persons, but not less authorised by the Central (a private deed), which (a private deed), which exempted limited than all the general Bank of Ireland (CBI) under includes the name, includes the name, partnership unless partners, must execute a the ILP Act. An application principal office address, principal office address, registered as such. certificate of limited for authorisation must be in purpose, and a description purpose, and a description partnership. The DLP is To register a partnership a form approved by the of each partner’s of each partner’s formed at the time of filing as an ELP, the general CBI and be accompanied contributions. The contributions. The the initial certificate of partner must submit to the by an authorisation fee, a partnership agreement is partnership agreement is limited partnership with the Registrar of Limited {S2748121; 6} 1 6005.565.20732875.v3 IRELAND LUXEMBOURG LUXEMBOURG CAYMAN ISLANDS DELAWARE INVESTMENT LIMITED COMMON LIMITED SPECIAL LIMITED EXEMPTED LIMITED LIMITED PARTNERSHIP PARTNERSHIP (“ILP”) PARTNERSHIP (“SCS”) PARTNERSHIP (“SCSp”) PARTNERSHIP (“ELP”) (“DLP”) copy of the partnership filed with the Luxembourg filed with the Luxembourg Partnerships in the Delaware Secretary of agreement, a statement Business Registers (RCS). Business Registers (RCS). Cayman Islands a State or at any later date containing certain statement setting out specified in the in the initial prescribed information and certain prescribed certificate, if there has such further particulars or information and pay the been substantial information as the CBI may required registration fee. A compliance with the specify for the purposes of certificate of registration statute. determining the issued by the Registrar application. The CBI issues shall be conclusive a certificate of evidence that the authorisation for the ILP, requirements of the ELP which is conclusive Law have been complied evidence of compliance with in respect of the with all the requirements of formation and registration the ILP Act in respect of of an ELP. the formation and authorisation of an ILP. Duration Limited or unlimited. Limited or unlimited Limited or unlimited Limited or unlimited Limited or unlimited Purpose An ILP shall have as its An SCS may have any An SCSp may have any An ELP may be formed for An DLP may carry on any principal business, to be purposes other than purposes other than any lawful purpose to be lawful business, purpose or expressed in the unlawful purpose or a pour unlawful purpose or a pour carried out and undertaken activity, except the partnership agreement pose contrary to public pose contrary to public either in or from within the business of banking. establishing the ILP, the purpose. purpose. Cayman Islands or investment of its funds in elsewhere upon the terms, real or personal property of with the rights and powers, whatever kind (including and subject to the securities) and wherever conditions, limitations, located. restrictions and liabilities mentioned in the ELP Law but an ELP shall not undertake business with the public in the Cayman Islands other than so far as may be necessary for the carrying on of the business of that ELP exterior to the Cayman Islands. {S2748121; 6} 2 6005.565.20732875.v3 IRELAND LUXEMBOURG LUXEMBOURG CAYMAN ISLANDS DELAWARE INVESTMENT LIMITED COMMON LIMITED SPECIAL LIMITED EXEMPTED LIMITED LIMITED PARTNERSHIP PARTNERSHIP (“ILP”) PARTNERSHIP (“SCS”) PARTNERSHIP (“SCSp”) PARTNERSHIP (“ELP”) (“DLP”) Partner Interests Partners in the ILP hold Partners in the SCS hold Partners in the SCSp hold Partners hold interests in Partners hold interests in partnership interests. partner interests, which partner interests, which the ELP, which may be the DLP, which may be “Capital accounts” and may be “unlimited” partner may be “unlimited” partner general partner interests or general partner interests or “shares” are not specifically interests or “limited” interests or “limited” limited partner interests. limited partner interests. recognised by the ILP Act. partner interests. “Capital partner interests. “Capital “Capital accounts” and “Capital accounts” and accounts” and “shares” are accounts” and “shares” are “shares” are not specifically “shares” are not specifically not specifically recognized not specifically recognized recognized by the ELP recognized by the DEL by the Lux LP Law. by the Lux LP Law. Law. LPA. Series Permitted Yes. The ILP Act provides Not addressed by the Lux Not addressed by the Lux Not expressly permitted by Yes. An umbrella structure that an ILP may be LP Law, but generally LP Law, but generally the ELP Law, but generally (referred to as a “series” is established as an umbrella permitted. However, for an permitted. However, for an permitted as a matter of permitted. Each series fund, that is, an ILP which “alternative investment “alternative investment Cayman contract law. may have its own is divided into a number of fund” (AIF) to have multiple fund” (AIF) to have multiple separately designated sub-funds (or series.) series (i.e., an umbrella series (i.e., an umbrella general partner. fund), it must satisfy the fund), it must satisfy the A partnership agreement conditions of a “reserved conditions of a “reserved may establish or provide alternative investment alternative investment for the establishment of 1 fund” (RAIF). fund” (RAIF). or more designated series of limited partners, general partners, partnership interests or assets. Any such series may have separate rights, powers or duties with respect to specified property or obligations of the limited partnership or profits and losses associated with specified property or obligations, and any such series may have a separate business purpose or investment objective A protected series requires that the certificate of incorporate includes notice of a series structure, and {S2748121; 6} 3 6005.565.20732875.v3 IRELAND LUXEMBOURG LUXEMBOURG CAYMAN ISLANDS DELAWARE INVESTMENT LIMITED COMMON LIMITED SPECIAL LIMITED EXEMPTED LIMITED LIMITED PARTNERSHIP PARTNERSHIP (“ILP”) PARTNERSHIP (“SCS”) PARTNERSHIP (“SCSp”) PARTNERSHIP (“ELP”) (“DLP”) the partnership agreement permits the formation of the different series, that proper records are maintained for the segregation of assets and liabilities among the series. A protected series will be shielded from the liabilities and obligations of the DLP itself, and from other series. A series formed prior to August 1, 2019 (before the designation of registered and protected series) is now a protected series. A registered series is a protected series that has also filed in its certificate of registered series with the Delaware Secretary of State. A registered series has the same rights, powers and obligations as a protected series if the same statutory requirements have been met. However, a registered series will be able to obtain its own certificate of good standing. Classes Permitted Classes of limited partners Not addressed by the Lux Not addressed by the Lux Classes are not expressly A partnership agreement are expressly provided for LP Law, but generally LP Law, but generally provided for in the ELP may provide for classes or in the ILP Act. permitted. permitted. Law, they but are referred groups of limited partners to in several sections of the having such relative rights, ELP Law. powers and duties as the partnership agreement may provide, and may make {S2748121; 6} 4 6005.565.20732875.v3 IRELAND LUXEMBOURG LUXEMBOURG CAYMAN ISLANDS DELAWARE INVESTMENT LIMITED COMMON LIMITED SPECIAL LIMITED EXEMPTED LIMITED LIMITED PARTNERSHIP PARTNERSHIP (“ILP”) PARTNERSHIP (“SCS”) PARTNERSHIP (“SCSp”) PARTNERSHIP (“ELP”) (“DLP”) provision for the future creation
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