Investment Limited Partnerships (Amendment) Act 2020

Investment Limited Partnerships (Amendment) Act 2020 Skip to content Disclaimer Feedback Helpdesk Gaeilge Léim go dtí an t-ábhar Séanadh Aiseolas Deasc chabhrach English Gaeilge English Produced by the Office of the Attorney General Táirgthe ag Oifig an Ard-Aighne Home Legislation Acts of the Oireachtas Statutory Instruments Pre-1922 Legislation Constitution External Resources Bills (Houses of the Oireachtas) Iris Oifigiúil / Official Gazette Revised Acts (LRC) Classified List of Legislation (LRC) Translations (acts.ie) Translations (Houses of the Oireachtas) Government Publications for Sale EU Law (EUR-Lex) FAQ Disclaimer Feedback Helpdesk Search Baile Reachtaíocht Achtanna an Oireachtais Ionstraimí Reachtúla Reachtaíocht Réamh-1922 Bunreacht Acmhainní Seachtracha Billí (Tithe an Oireachtais) Iris Oifigiúil Achtanna Athbhreithnithe (CAD) (An Coimisiún um Athchóiriú an Dlí) Liosta Rangaithe Reachtaíochta Aistriúcháin (achtanna.ie) Aistriúcháin (Tithe an Oireachtais) Foilseacháin Rialtais ar Díol Dlí AE (EUR-Lex) CCanna (Ceisteanna Coitianta) Séanadh Aiseolas Deasc chabhrach Cuardach TitleTeideal Year(s) or rangeBliain nó blianta nó raon TypeCineál All Legislation Acts Statutory Instruments Advanced SearchCuardach Casta HomeBaile ActsAchtanna 2020 Investment Limited Partnerships (Amendment) Act 2020 Investment Limited Partnerships (Amendment) Act 2020 Permanent Page URL View by SectionAmharc de réir Ailt View Full ActAmharc ar an Acht Iomlán Bill History Stair Bille Commencement, Amendments, SIs made under the Act Tosach Feidhme, Leasuithe, IRí arna ndéanamh faoin Acht Open PDFOscail PDF Print Full ActPriontáil an tAcht Iomlán Number 31 of 2020 INVESTMENT LIMITED PARTNERSHIPS (AMENDMENT) ACT 2020 CONTENTS PART 1 Preliminary and General Section 1. Short title and commencement 2. Collective citation 3. Definitions PART 2 Amendment of Act of 1994 4. Amendment of section 3 of Act of 1994 5. Replacement of “custodian” with “depositary”: miscellaneous amendments of Act of 1994 6. Amendment of section 5 of Act of 1994 7. Amendment of section 6 of Act of 1994 8. Amendment of section 8(4) of Act of 1994 9. Amendment of section 8(4A) of Act of 1994 10. Provision for alternative foreign name - amendment of section 8 of Act of 1994 11. Supplemental amendment of section 8 of Act of 1994 12. Amendment of section 10 of Act of 1994 13. Cases in which partnership agreement may be altered - amendment of section 11(1) of Act of 1994 14. Amendment of section 11 of Act of 1994 - insertion of additional subsections 15. Amendment of section 12 of Act of 1994 16. Amendment of section 13(1) and (2) of Act of 1994 17. Further amendments of section 13 of Act of 1994 18. Amendment of section 14(3) of Act of 1994 19. Amendment of Act of 1994 - new section 19A concerning construction of certain references in partnership agreements 20. Amendment of section 20 of Act of 1994 21. Amendment of section 22(2) of Act of 1994 22. Amendment of section 23 of Act of 1994 23. Amendment of section 24(4) of Act of 1994, and addition of certain provisions, concerning liability of general partner, etc. 24. Amendment of section 24 of Act of 1994 - insertion of additional subsections concerning penal clauses 25. Amendment of section 25(1) and (4) of Act of 1994 26. Amendment of section 27 of Act of 1994 27. Amendment of Act of 1994 - new sections 27A to 27C relating to beneficial ownership disclosure 28. Amendment of section 28 of Act of 1994 29. Amendment of Act of 1994 - new sections 28A to 28C relating to beneficial ownership disclosure 30. Amendment of section 29 of Act of 1994 31. Amendment of section 31(1) of Act of 1994 32. Amendment of section 33(3) of Act of 1994 33. Amendment of section 35 of Act of 1994 34. Amendment of section 37 of Act of 1994 35. Amendment of section 38 of Act of 1994 36. Amendment of section 39 of Act of 1994 37. Amendment of Act of 1994 - new section 42A relating to relief by way of indemnification 38. Amendment of section 45 of Act of 1994 39. Amendment of Act of 1994 - new sections 46 to 59 relating to beneficial ownership registers (including central register) and associated procedures, obligations, etc. 40. Amendment of Act of 1994 - insertion of new Part VIII relating to migration-in and migration-out of investment limited partnerships 41. Umbrella investment limited partnerships PART 3 Amendment of Act of 2015 42. Amendment of section 2 of Act of 2015 - insertion of definition of “category 4 offence” 43. Amendment of Act of 2015 - new section 2A relating to ordinary and special resolutions 44. Amendment of sections 5 and 6 of Act of 2015 45. Amendment of Act of 2015 - new section 8A relating to capacity of ICAVs 46. Amendment of Act of 2015 - new section 8B relating to effect of instrument of incorporation 47. Amendment of section 14(2) of Act of 2015 48. Amendment of section 30 of Act of 2015 49. Amendment of section 32 of Act of 2015 50. Amendment of section 33 of Act of 2015 51. Amendment of Act of 2015 - new section 34A relating to powers of attorney 52. Amendment of Act of 2015 - new section 77A relating to intra-group transactions 53. Amendment of Act of 2015 - new section 85A enabling application to be made in anticipation of apprehended proceedings 54. Amendment of Act of 2015 - new Part 5A relating to written resolutions 55. Amendment of section 96 of Act of 2015 56. Amendment of section 140(3) of Act of 2015 57. Amendment of section 141(1) of Act of 2015 58. Amendment of section 152(1) of Act of 2015 59. Amendment of section 154(2) of Act of 2015 60. Amendment of section 186 of Act of 2015 PART 4 Amendment of Act of 2005 61. Amendment of section 5 of Act of 2005 62. Amendment of section 6 of Act of 2005 63. Amendment of Act of 2005 - new sections 18A to 18U relating to beneficial ownership disclosure PART 5 Amendment of Social Welfare Consolidation Act 2005 64. Amendment of Schedule 5 to Social Welfare Consolidation Act 2005 Acts Referred to Bankruptcy Act 1988 (No. 27) Central Bank Act 1942 (No. 22) Central Bank and Financial Services Authority of Ireland Act 2003 (No. 12) Companies Act 1963 (No. 33) Companies Act 2014 (No. 38) Criminal Justice (Money Laundering and Terrorist Financing) Act 2010 (No. 6) Data Protection Act 2018 (No. 7) Electronic Commerce Act 2000 (No. 27) Investment Funds, Companies and Miscellaneous Provisions Act 2005 (No. 12) Investment Funds, Companies and Miscellaneous Provisions Acts 2005 and 2020 Investment Limited Partnerships Act 1994 (No. 24) Investment Limited Partnerships Acts 1994 and 2020 Irish Collective Asset-management Vehicles Act 2015 (No. 2) Irish Collective Asset-management Vehicles Acts 2015 and 2020 Social Welfare and Pensions (Miscellaneous Provisions) Act 2013 (No. 20) Social Welfare Consolidation Act 2005 (No. 26) Number 31 of 2020 INVESTMENT LIMITED PARTNERSHIPS (AMENDMENT) ACT 2020 An Act to amend and extend the Investment Limited Partnerships Act 1994 , the Irish Collective Asset-management Vehicles Act 2015 and the Investment Funds, Companies and Miscellaneous Provisions Act 2005 ; to amend Schedule 5 to the Social Welfare Consolidation Act 2005 ; and to provide for related matters. [23rd December, 2020] Be it enacted by the Oireachtas as follows: PART 1 Preliminary and General Short title and commencement 1. (1) This Act may be cited as the Investment Limited Partnerships (Amendment) Act 2020. (2) This Act shall come into operation on such day or days as the Minister for Finance may by order or orders appoint either generally or with reference to any particular purpose or provision and different days may be so appointed for different purposes or different provisions. Collective citation 2. (1) The Investment Limited Partnerships Act 1994 and Part 2 may be cited together as the Investment Limited Partnerships Acts 1994 and 2020. (2) The Irish Collective Asset-management Vehicles Act 2015 and Part 3 may be cited together as the Irish Collective Asset-management Vehicles Acts 2015 and 2020. (3) The Investment Funds, Companies and Miscellaneous Provisions Act 2005 and Part 4 may be cited together as the Investment Funds, Companies and Miscellaneous Provisions Acts 2005 and 2020. Definitions 3. In this Act— “Act of 1994” means the Investment Limited Partnerships Act 1994 ; “Act of 2005” means the Investment Funds, Companies and Miscellaneous Provisions Act 2005 ; “Act of 2015” means the Irish Collective Asset-management Vehicles Act 2015 . PART 2 Amendment of Act of 1994 Amendment of section 3 of Act of 1994 4. Section 3 of the Act of 1994 is amended— (a) by the insertion of the following definitions after the definition of “the Act of 1890”: “ ‘Act of 2010’ means the Criminal Justice (Money Laundering and Terrorist Financing) Act 2010 ; ‘alternative foreign name’ shall be construed in accordance with section 8(4B);”, (b) by the insertion of the following definitions after the definition of “the Bank”: “ ‘beneficial owner’, in relation to an investment limited partnership, means any individual who— (a) ultimately is entitled to or controls, whether the entitlement or control is direct or indirect, more than a 25 per cent share of the capital or profits of the partnership or more than 25 per cent of the voting rights in the partnership, or (b) otherwise controls the partnership; ‘beneficial ownership register’ shall be construed in accordance with section 46(1); ‘central register’ shall be construed in accordance with section 50(1); ‘competent authority’ means a competent authority as that expression, by virtue of sections 60 and 61 of the Act of 2010, is to be construed for the purposes of Part 4 of that Act; ‘designated person’ has the meaning assigned to it by section 25 of the Act of 2010;”, (c) by the substitution of the following definition for the definition of “custodian”: “ ‘depositary’ means a person maintaining a place of business in the State, appointed pursuant to the partnership agreement, eligible to act as depositary in accordance with section 8 and discharging its functions in accordance with section 5(1)(c);”, (d) by the insertion of the following definition after the definition of “general partner”: “ ‘Higher Executive Officer’ means the position of Higher Executive Officer, or a position equivalent to it, in the public body concerned;”, (e) by the substitution of the following definition for the definition of “limited partner”: “ ‘limited partner’ means a person who has been admitted to an investment limited partnership as a limited partner (or as a category of such a partner) in accordance with the partnership agreement and who shall, as provided for in that agreement and at such time or times as are specified therein, contribute or undertake to contribute a stated amount to the capital of the partnership and as provided for in section 20(1)(c), but subject to the exceptions in sections 6, 12 and 38(4), shall not be liable for the debts or obligations of the investment limited partnership beyond the amount so contributed or undertaken;”, (f) by the insertion of the following definition after the definition of “limited partner” (inserted by paragraph (e)): “ ‘Member State’ means a Member State of the European Union and, where relevant, includes a contracting party to the Agreement on the European Economic Area signed at Oporto on 2 May 1992 (as adjusted by the Protocol signed at Brussels on 17 March 1993);”, (g) in the definition of “partnership agreement”, by the deletion of “exclusive”, (h) by the insertion of the following definitions after the definition of “partnership agreement”: “ ‘PPS number’, in relation to an individual, means the individual’s Personal Public Service Number within the meaning of section 262 of the Social Welfare Consolidation Act 2005 ; ‘presenter’ shall be construed in accordance with section 53(1); ‘Principal Officer’ means the position of Principal Officer, or a position equivalent to it, in the public body concerned; ‘senior managing official’ includes a director and a chief executive officer;”, and (i) by the substitution of the following definition for the definition of “the Minister”: “ ‘the Minister’ means the Minister for Finance.”. Replacement of “custodian” with “depositary”: miscellaneous amendments of Act of 1994 5. (1) The following provisions of the Act of 1994, namely: (a) each provision of it specified in column (2) of the Table, opposite the mention in column (1) of the Table of the section of that Act which contains that provision; (b) section 36, are amended by the substitution of “depositary” for “custodian” in each place where that expression occurs in that provision. (2) The foregoing reference to the expression “custodian” includes a reference to that expression where it occurs in the plural form and where it occurs in the latter form, “depositaries”, is, by virtue of subsection (1), substituted for it. Table Section of Act of 1994 (1) Provision of Section Mentioned in Column Opposite (2) Section 5 Subsection (1)(c) and (d) Section 6 Subsection (4)(e)(v) Section 7 Subsection (2)(b); subsection (4)(c) and (d) and subsections (5) and (7) Section 8 Subsection (1)(c); subsection (2) and subsection (4A)(f) Section 11 Subsection (3) Section 16 Subsection (11) Section 24 Subsection (1)(a), (b) and (c) and subsections (2), (3) and (5) Section 25 Subsection (1) and paragraphs (i), (ii), (iii), (iv) and (v) of the definition of “associated undertaking” in subsection (4)(a) Section 26 Subsection (2)(d); subsection (4) and paragraphs (a), (b), (c), (d) and (e) of subsection (7) Section 27 Subsection (1) Section 29 Subsection (1)(c) and subsection (2) Section 30 Subsections (1), (2) and (3) Section 31 Subsections (1), (3) and (4) Section 32 Subsection (1); subsection (2)(c) and subsection (4) Section 33 Subsection (1); subsections (2) and (5) and paragraphs (a), (c) and (e) of subsection (10) Section 34 Subsections (1) and (4) Amendment of section 5 of Act of 1994 6. Section 5 of the Act of 1994 is amended— (a) in subsection (3), by the substitution of “fair and appropriate value of the property” for “fair market value of the property”, and (b) by the insertion of the following subsections after subsection (4): “(5) An investment limited partnership may be established as an umbrella fund, that is to say as an investment limited partnership which is divided into a number of sub-funds (within the meaning of the Schedule). (6) The provisions of the Schedule shall have effect for the purposes of subsection (5).”. Amendment of section 6 of Act of 1994 7. Section 6 of the Act of 1994 is amended— (a) in subsection (4) — (i) in paragraph (e) — (I) in subparagraph (vi), by the substitution of “limited partners;” for “limited partners.”, and (II) by the insertion of the following subparagraph after subparagraph (vi): “(vii) a decision to approve an alteration in the partnership agreement;”, and (ii) by the insertion of the following paragraph after paragraph (e): “(f) any of the following: (i) serving on any board or committee (such as an advisory committee) of the investment limited partnership, or established by, or as provided for in the partnership agreement in respect of, a general partner, the limited partners or the partners generally; (ii) appointing, electing or otherwise participating in the choice of a representative or any other person to serve on any such board or committee; (iii) acting as a member of any such board or committee either directly or by or through any representative or other person, including giving advice in respect of, or consenting or refusing to consent to, any action proposed by the general partner on behalf of the investment limited partnership and exercising any powers or authorities or performing any obligations as a member of any such board or committee in the manner contemplated by the partnership agreement.”, and (b) by the insertion of the following subsection after subsection (4): “(5) Without prejudice to the generality of the provision made by subsection (4) in relation to acts, on the part of a limited partner, that do not constitute the limited partner taking part in the conduct of the business of an investment limited partnership, neither— (a) the reference in section 38(4) to any limited partner holding himself or herself out as conducting or purporting to conduct the business of an investment limited partnership, nor (b) the reference in section 39 to a limited partner purporting to take part in the conduct of the business of an investment limited partnership, shall be construed as including a reference to the limited partner, in and of itself, holding himself or herself as doing, or purporting to do, one or more of the acts specified in subsection (4) (irrespective of the frequency with which that holding out, or that purported doing of the act or acts concerned, occurs).”. Amendment of section 8(4) of Act of 1994 8. Section 8(4) of the Act of 1994 is amended by the substitution of the following paragraph for paragraph (a): “(a) the fee prescribed under section 32E of the Central Bank Act 1942 for the purposes of this subsection, and”. Amendment of section 8(4A) of Act of 1994 9. Subsection (4A) (inserted by the Central Bank and Financial Services Authority of Ireland Act 2003 ) of section 8 of the Act of 1994 is amended— (a) by the substitution of “for the purposes of subsection (4)(c) ” for “for the purposes of subsection (4)(b) ”, (b) by the substitution of the following paragraph for paragraph (a): “(a) the name and, if any, the alternative foreign name (and, in the case of the latter, a translation of it into the English language) of the investment limited partnership;”, (c) in paragraph (e), by the substitution of “a statement, if applicable, that the proposed general partner has complied with the requirements of section 1302 of the Companies Act 2014 , and its registration number” for “a statement that proposed general partner has complied with the requirements of section 352 of the Companies Act 1963 , and its registration number”, and (d) in paragraph (f), by the deletion of “and address”. Provision for alternative foreign name - amendment of section 8 of Act of 1994 10. Section 8 of the Act of 1994 is amended by the insertion of the following subsection after subsection (4A): “(4B) The reference in subsection (4A)(a) to an alternative foreign name is a reference to a particular name that is specified in the application to be such a name in respect of the investment limited partnership and this subsection confers power on an investment limited partnership to have such a name and the following apply to the name so specified: (a) the name, as regards any territory, district or place not situate in the State, may be used, instead of the first-mentioned name in subsection (4A)(a), in relation to any act (by or in respect of the partnership), whether that act is performed within or outside the State; (b) the name may consist of any letters, characters, script, accents or other diacritical marks that do not utilise the Roman alphabet, and does not need to be a translation or transliteration of the first mentioned name in subsection (4A)(a).”. Supplemental amendment of section 8 of Act of 1994 11. Section 8 of the Act of 1994 is amended by the insertion of the following subsection after subsection (8): “(8A) In addition to the power to refuse to authorise an investment limited partnership under the preceding, or any other provision, of this section, the Bank may refuse to authorise an investment limited partnership if, in the opinion of the Bank, the name that is specified in the application to be an alternative foreign name in respect of the partnership is undesirable, but an appeal against a refusal so to authorise shall lie to the Court.”. Amendment of section 10 of Act of 1994 12. The Act of 1994 is amended by the substitution of the following section for section 10: “Records of investment limited partnership and statements filed 10. The Bank shall maintain a record of each investment limited partnership authorised under this Act and of all statements, the subject of a filing, return or other submission made in accordance with this Act with or to the Bank, in relation to such investment limited partnership.”. Cases in which partnership agreement may be altered - amendment of section 11(1) of Act of 1994 13. Section 11 of the Act of 1994 is amended by the substitution of the following subsection for subsection (1): “(1) No alteration in a partnership agreement shall be made unless the alteration has been approved by means of an instrument in writing signed by or on behalf of every partner to the partnership agreement, but this is subject to subsections (1A) and (1B). (1A) Notwithstanding subsection (1), where the partnership agreement so stipulates, an alteration in a partnership agreement may be made if— (a) every partner to the partnership agreement has been given notice, in accordance with the provisions of the partnership agreement in that behalf, of the proposed alteration, and (b) the alteration is approved by means of an instrument in writing signed by or on behalf of a majority of the partners to the partnership agreement. (1B) Notwithstanding subsection (1), an alteration in a partnership agreement may be made if the depositary of the partnership has certified in writing that the alteration does not prejudice the interests of the limited partners, but only where the following conditions are satisfied: (a) the matter to which the alteration relates is not a matter as respects which the Bank specifies that an alteration may be made only if the alteration is approved by the means referred to in subsection (1)(which specification the Bank is empowered by this paragraph to make); (b) the partnership agreement confers a power on the depositary of the investment limited partnership to so certify that the alteration does not prejudice the foregoing interests, and if the partnership agreement contains a stipulation, as referred to in subsection (1A), that fact does not preclude the application of this subsection and if the partnership agreement confers a power on the depositary, as referred to in paragraph (b), that fact does not preclude the application of subsection (1A). (1C) For the purpose of subsection (1A)(b), a majority of the partners to the partnership agreement shall be regarded as comprising the sum of— (a) the number of general partners that constitute the majority of general partners who have approved the alteration by the means there referred to, and (b) the number of limited partners that constitute the majority of limited partners who have approved the alteration by the means there referred to, and subsection (2) of section 19A applies for the purpose of this paragraph as it applies, in the circumstances and to the extent provided in subsection (1) of that section, for the purpose of the matters referred to in that subsection (2).”. Amendment of section 11 of Act of 1994 - insertion of additional subsections 14. Section 11 of the Act of 1994 is amended by the insertion of the following subsections after subsection (4): “(5) On— (a) the admission of any general partner or general partners (who or each of whom is referred to in this subsection as an ‘incoming general partner’), or (b) the replacement, for a general partner or general partners, by another general partner or general partners (who or each of whom is also referred to in this subsection as an ‘incoming general partner’), in accordance, in either case, with the terms of the partnership agreement and this Act, all rights or property of every description of the investment limited partnership, including all choses in action and any right to make capital calls and receive the proceeds thereof, held or deemed to be held by the general partner or general partners (who or each of whom is referred to in this subsection as an ‘existing general partner’) and all obligations, claims, debts and liabilities of the investment limited partnership to which the existing general partner or partners is or are subject shall vest without the requirement for further formalities in the incoming general partner and any continuing existing general partner and shall be held or owed, as appropriate, by that partner or those partners in accordance with the partnership agreement and this Act. (6) On the withdrawal of a general partner in accordance with the terms of the partnership agreement and this Act— (a) all rights or property of every description of the investment limited partnership, including all choses in action and any right to make capital calls and receive the proceeds thereof, held or deemed to be held by the general partner or general partners shall vest without the requirement for further formalities in the remaining general partner or general partners and shall be held by that partner or those partners in accordance with the partnership agreement and this Act, and (b) the remaining general partner or general partners shall be liable for, and the property of the investment limited partnership held by that partner or those partners in accordance with the partnership agreement and this Act shall be subject to, all mortgages, charges or security interests and all contracts, obligations, claims, debts and liabilities of the investment limited partnership.”. Amendment of section 12 of Act of 1994 15. Section 12 of the Act of 1994 is amended— (a) by the substitution of the following subsections for subsection (2): “(2) Subject to subsection (2A), every investment limited partnership shall use, at the end of its name, the words— (a) ‘investment limited partnership’ or the abbreviation ‘ILP’, or (b) in the Irish language, ‘Comhpháirtíocht Theoranta Infheistíochta’ or the abbreviation ‘CTI’, and the words and the abbreviation set out in paragraph (a) may be used interchangeably (and, likewise, the words and the abbreviation set out in paragraph (b) may be so used). (2A) In the circumstances, as provided for in section 8(4B)(a), in which an investment limited partnership is permitted to use its alternative foreign name, the investment limited partnership shall use, at the end of that name, the words ‘investment limited partnership’, being those words as expressed in the same language as the alternative foreign name is expressed in.”, and (b) by the deletion of subsections (3) and (4). Amendment of section 13(1) and (2) of Act of 1994 16. Section 13 of the Act of 1994 is amended by the substitution of the following subsections for subsections (1) and (2): “(1) The general partner shall maintain or cause to be maintained at the registered office of the investment limited partnership the following: (a) a register of the name and address of each partner of the investment limited partnership, the date on which a person became a limited partner and the date on which a person ceased to be a limited partner; (b) a register of— (i) the amounts and dates of the one or more contributions of each partner, and the dates on which those amounts were undertaken, and (ii) the one or more amounts undertaken to be contributed by each partner, and the dates on which those amounts were undertaken to be contributed, and the amounts and dates of any payments representing a return of any part of the contribution of any partner. (2) Except where otherwise provided for in the partnership agreement— (a) the register referred to in subsection (1)(a), shall be open to the inspection of any partner or depositary of the investment limited partnership, or any other person with the consent of the general partner, during business hours, and (b) the register referred to in subsection (1)(b) shall be open to the inspection of any person during business hours with the consent of the general partner. (2A) Each of the registers referred to in subsection (1)(a) and (b) shall also be open to the inspection of— (a) the Bank, or (b) any other statutory body the performance by which of its functions in a proper and effective manner reasonably requires that the general partner of the partnership concerned permit the inspection by it of that register. (2B) In subsection (2A) ‘statutory body’ means a body established by or under an enactment (other than the Companies Act 2014 or a former enactment relating to companies within the meaning of section 5 of that Act).”. Further amendments of section 13 of Act of 1994 17. Section 13 of the Act of 1994 is amended— (a) in subsection (3), by the substitution of “Each of the registers referred to in subsection (1)(a) and (b)” for “The register described in subsection (1)”, (b) by the substitution of the following subsections for subsection (4): “(4) If default is made in compliance with any of the requirements of this section, each general partner of the investment limited partnership concerned shall be guilty of an offence and shall be liable, on summary conviction, to a class A fine and shall indemnify any person who thereby suffers any loss. (5) If the contravention in respect of which a person is convicted of an offence under subsection (4) is continued after the conviction, the person shall be guilty of a further offence on every day on which the contravention continues and for each such offence the person shall be liable, on summary conviction, to a class D fine. (6) If— (a) the name of any person is, without sufficient cause, entered in, or omitted from, the register referred to in paragraph (a) of subsection (1) in contravention of that subsection, or (b) default is made as to the specification of the correct particulars made in any entry on the register referred to in paragraph (a) or (b) of subsection (1) in contravention of that subsection, the person aggrieved, or any partner of the investment limited partnership concerned or the investment limited partnership itself, may apply to the High Court for rectification of the register referred to in paragraph (a) or, as the case may be, paragraph (b) of subsection (1)(the ‘register concerned’). (7) Where an application is made under subsection (6), the High Court may either refuse the application or may order rectification of the register concerned and, unless an application under section 42A(2) has been made or is pending in respect of the contravention concerned, may order payment by the investment limited partnership concerned of compensation for any loss sustained by any party aggrieved. (8) The High Court when making an order for the rectification of the register concerned shall by its order direct, if appropriate, notice of the rectification to be given to the Bank.”. Amendment of section 14(3) of Act of 1994 18. Section 14 of the Act of 1994 is amended by the deletion of subsection (3). Amendment of Act of 1994 - new section 19A concerning construction of certain references in partnership agreements 19. The Act of 1994 is amended by the insertion of the following section after section 19: “References in partnership agreements to ‘majority of limited partners’: construction of such references for certain purposes 19A. (1) Subsection (2) shall apply with respect to— (a) any matter that a partnership agreement provides must be decided upon by a majority of the limited partners (whether the agreement provides that the decision thereon be obtained by means of votes cast by the limited partners, the giving of their consent or howsoever otherwise), or (b) any provision of a partnership agreement that is expressed to operate (whatever the words used) by reference to the rights or interests (or incidents attaching to such rights or interests) of a majority of the limited partners, if the partnership agreement, with respect to the foregoing matter or the foregoing provision, does not define or otherwise make provision for the construction of the expression ‘majority of limited partners’. (2) For the purposes of the matter referred to in subsection (1)(a) or, as the case may be, the provision referred to in subsection (1)(b), a majority of the limited partners shall be taken to be constituted of a simple majority of the limited partners calculated by reference to the value of the contributions of the limited partners at the time the determination of that majority falls to be made. (3) Where the terms concerned of the partnership agreement relate to a class or category of limited partners or to limited partners holding assets in a sub-fund (within the meaning of the Schedule), references in the preceding subsections to limited partners include references to— (a) such a class or category of limited partners, or (b) the limited partners holding such assets.”. Amendment of section 20 of Act of 1994 20. The Act of 1994 is amended by the substitution of the following section for section 20: “Capital contributions by limited partners and liability of limited partners for partnership debts 20. (1) A limited partner— (a) shall be not liable to contribute any capital or property to the investment limited partnership except in the circumstances provided for in the partnership agreement, (b) may receive out of the capital of the investment limited partnership a payment representing the return of any part of his contribution to the partnership in the circumstances provided for in the partnership agreement, but only if— (i) the following duty of the general partner, under the 2013 Regulations, has been discharged, namely, the duty— (I) to ensure that net asset value of the investment limited partnership is calculated in the manner provided for by those Regulations, and (II) being that duty as of the most recent occasion (prior to the payment to the limited partner), on which it fell, in accordance with those Regulations, to be discharged, and (ii) the net asset value of the investment limited partnership, as calculated on that foregoing most recent occasion, was greater than zero, and (c) shall not be liable for the debts or obligations of the investment limited partnership beyond the amount of the partnership property contributed by the limited partner which is available to the general partner to meet such debts or obligations. (2) In this section ‘2013 Regulations’ means the European Union (Alternative Investment Fund Managers) Regulations 2013.”. Amendment of section 22(2) of Act of 1994 21. Section 22(2) of the Act of 1994 is amended by the substitution of “, including in a case where such liability arises pursuant to section 6” for “pursuant to section 6 or 20 or to enforce the repayment of a return of contribution required by section 20”. Amendment of section 23 of Act of 1994 22. Section 23 of the Act of 1994 is amended by the renumbering of that section as subsection (1) thereof and by the insertion of the following subsection: “(2) For the purposes of its application to investment limited partnerships, section 30 of the Bankruptcy Act 1988 shall only apply where the general partner adjudicated bankrupt is the sole general partner.”. Amendment of section 24(4) of Act of 1994, and addition of certain provisions, concerning liability of general partner, etc. 23. Section 24 of the Act of 1994 is amended— (a) in subsection (4) — (i) by the insertion, after “investment limited partnership”, where it firstly occurs, of “or otherwise”, and (ii) by the deletion of “custodian,” in both places where it occurs, and (b) by the insertion of the following subsections after subsection (4): “(4A) An investment limited partnership may purchase and maintain for any general partner or auditor of the partnership insurance in respect of any liability referred to in subsection (4). (4B) In subsections (4) and (4A) a reference to a general partner or auditor includes a reference to any former or current general partner or auditor of an investment limited partnership.”. Amendment of section 24 of Act of 1994 - insertion of additional subsections concerning penal clauses 24. Section 24 of the Act of 1994 is amended by the insertion of the following subsections after subsection (5): “(6) If a partnership agreement contains a provision to the effect that a partner who fails to perform any of his obligations under, or otherwise breaches any provision of, the partnership agreement may be subject to, or suffer remedies for, or consequences of, the failure or breach that are specified in the partnership agreement or otherwise applicable under any law then those remedies or consequences shall not be unenforceable or rendered inapplicable solely on the basis that they are penal in nature. (7) Without prejudice to the generality of subsection (6), the remedies or consequences to which that subsection applies include: (a) reducing, eliminating or forfeiting— (i) the partnership interest in the investment limited partnership of the partner who has failed to perform, or has breached, the obligation or provision concerned (in this subsection referred to as the ‘defaulting partner’ (and the partners who have neither failed to perform, nor breached, the obligation or provision concerned are referred to in this subsection as the ‘non-defaulting partners’)), or (ii) any rights of the defaulting partner under the partnership agreement; (b) subordinating the partnership interest in the investment limited partnership (in this subsection referred to as a ‘partnership interest’) of the defaulting partner to the interests of non-defaulting partners; (c) effecting a sale or forfeiture of the defaulting partner’s partnership interest; (d) arranging for the lending by other partners or other persons to the defaulting partner of the amount necessary to meet the relevant commitment of the defaulting partner; (e) providing for the fixing of the value of the defaulting partner’s partnership interest by means of appraisal or by the application of a formula and the redemption or sale of the defaulting partner’s partnership interest at that value. (8) A general partner who, on the basis of a provision contained in the partnership agreement, and a failure or breach, referred in subsection (6), purports in good faith— (a) to make a decision that a partner be subject to, or suffer remedies for, or consequences of, the failure or breach that are specified in the partnership agreement or otherwise applicable under any law, (b) to make a decision that a partner shall not be subject to, and shall not suffer remedies for, or consequences of, the foregoing failure or breach, or shall only be subject to, or suffer, certain remedies or consequences in that behalf (in this subsection referred to as a ‘partial decision’), or (c) to give effect to a decision referred to in paragraph (a) or to a partial decision and, in either case, to take the appropriate steps (if any) required to be taken for that purpose, shall not be liable for having made any such decision nor, as the case may be, for having given effect to a decision referred to in paragraph (a) or to a partial decision or, in either case, for having taken any aforementioned steps. (9) References in the preceding subsections to a partnership interest shall be construed as including references to any part of a partnership interest.”. Amendment of section 25(1) and (4) of Act of 1994 25. Section 25 of the Act of 1994 is amended— (a) in subsection (1), by the substitution of “A general partner” for “Every general partner”, and (b) in subsection (4), by the substitution of “ ‘subsidiary’” for “‘associated undertaking’”, where it secondly occurs. Amendment of section 27 of Act of 1994 26. Section 27 of the Act of 1994 is amended— (a) in subsection (1), by the substitution, in paragraph (b), of “paragraph (a)” for “paragraph (a) of this section”, and (b) in subsection (3), by the substitution of “in relation to which the foregoing undertaking is an associated undertaking” for “or the associated undertaking”. Amendment of Act of 1994 - new sections 27A to 27C relating to beneficial ownership disclosure 27. The Act of 1994 is amended by the insertion of the following sections after section 27: “Requirement to hold information on beneficial ownership of partnership 27A. (1) A general partner of an investment limited partnership shall take all reasonable steps to obtain and hold adequate, accurate and current information in respect of the investment limited partnership’s beneficial owners, that is to say— (a) the name, date of birth, nationality, and residential address of each beneficial owner of it, (b) a statement of the nature and extent of the interest held, or the nature and extent of control exercised, by each such beneficial owner, and (c) the PPS number of each such beneficial owner to whom such a number has been issued, and any PPS number so obtained shall not be disclosed by the investment limited partnership for any purpose of this section or of any of section 27B, 27C, 28, 28A, 28B, 28C or 46. (2) The general partner shall enter the information referred to in subsection (1)(a) and (b) in the investment limited partnership’s beneficial ownership register, and the following information shall also be entered by the general partner in that register: (a) the date on which the name of each individual was entered into the register as a beneficial owner of the investment limited partnership; (b) the date on which each individual who has ceased to be a beneficial owner of the investment limited partnership ceased to be such an owner. (3) If, either— (a) after exhausting all possible means, and provided there are no grounds for suspicion by the general partner, no individual is identified as a beneficial owner of the investment limited partnership, or (b) there is any doubt that any individual so identified is a beneficial owner of the investment limited partnership, there shall be entered, in the investment limited partnership’s beneficial ownership register as its beneficial owners (stating the nature and extent of the control exercised by them), the names of the one or more individuals who hold the position of general partner or partners of the investment limited partnership or, in the case of a general partner that is a body corporate, the one or more individuals who are the senior managing officials of the general partner (including, in any of the foregoing cases, their date of birth, nationality and residential addresses) and— (i) the requirement of subsection (1) with regard to not disclosing a PPS number shall apply in the case of this subsection as that requirement applies in the case of subsection (1), (ii) subsection (2) shall apply in the case of this subsection as it applies in the case of subsection (1), and (iii) references in any subsequent section of this Act to the particulars referred to in subsection (1)(a) and (b) of this section shall be deemed to include, where the context admits, references to the particulars referred to in this subsection. (4) In a case falling within subsection (3)(a) or (b), the general partner shall keep records of the actions taken in order to identify the beneficial ownership of the investment limited partnership. (5) A general partner of an investment limited partnership shall provide any member of the Garda Síochána, the Revenue Commissioners, a competent authority or the Criminal Assets Bureau with timely access, on request, to the investment limited partnership’s beneficial ownership register. (6) Each of the following: (a) the Garda Síochána; (b) the Revenue Commissioners; (c) a competent authority; (d) the Criminal Assets Bureau, may disclose the information in a beneficial ownership register to any corresponding competent authority of another Member State (a ‘corresponding authority’); in the event of there being a request made of a body or other person referred to in any of paragraphs (a) to (d) by a corresponding authority for disclosure of such information, the request shall be complied with in a timely manner. (7) Where a general partner of an investment limited partnership enters into an occasional transaction with a designated person or forms a business relationship with a designated person, the general partner shall— (a) inform the designated person in writing that it is acting as a general partner of an investment limited partnership, (b) provide information on the investment limited partnership’s beneficial ownership to the designated person when the designated person is taking customer due diligence measures in accordance with Part 4 of the Act of 2010, (c) on request from the designated person, provide the designated person without delay with information identifying all the beneficial owners of the investment limited partnership, and (d) notify the designated person of any change to the investment limited partnership’s beneficial ownership register that occurs which is relevant to the occasional transaction or that occurs during the course of the business relationship formed, and the date on which it occurred within 14 days from the date on which the general partner or, if more than one, any one of the general partners of the investment limited partnership, became aware of the change. (8) For the purposes of subsection (7) ‘occasional transaction’ means a transaction in relation to which the designated person is required to apply customer due diligence measures under Part 4 of the Act of 2010. (9) A general partner that fails to comply with subsection (1), (2), (3), (4), (5) or (7) shall be guilty of an offence. Duty to give particular notice to individuals believed to be beneficial owners of investment limited partnership 27B. (1) Without prejudice to the generality of section 27A(1), a general partner of an investment limited partnership shall give to any individual whom it has reasonable cause to believe to be a beneficial owner of the investment limited partnership the notice specified in subsection (2), but this is subject to subsection (5). (2) The notice referred to in subsection (1) is a notice, addressed to the individual concerned, that requires the addressee— (a) to state whether or not he or she is a beneficial owner of the investment limited partnership, and (b) if so, to confirm or correct any particulars of his or hers that are included in the notice, and supply any that are missing, and such a notice is referred to subsequently in this section as a notice under this section. (3) A notice under this section shall— (a) state that it is given under ‘section 27B of the Investment Limited Partnerships Act 1994’, and (b) as respects each of the particulars referred to in section 27A(1)(a), (b) and (c) — (i) set out that which— (I) to the knowledge of the general partner is, or (II) with reasonable cause is believed by it to be, the relevant particular, or (ii) in the absence of such knowledge or belief (on its part as respects a relevant particular) indicate, by leaving a space in the appropriate place, that that particular is not given in the notice. (4) A notice under this section shall also state that the addressee is to comply with the notice by no later than the end of the period of one month beginning with the date of the notice. (5) A general partner is not required to give a notice under this section if— (a) the general partner has already been informed of the status of the individual referred to in subsection (1) as a beneficial owner of the investment limited partnership, and been supplied with all the particulars referred to in section 27A(1)(a), (b) and (c), and (b) the information and particulars were provided either by that individual or with his or her knowledge. (6) A general partner that fails to comply with subsection (1) or any other provision of this section shall be guilty of an offence. Other particular steps that may be taken to establish identity of beneficial owners 27C. (1) This section— (a) is without prejudice to the generality of section 27A(1), and (b) does not derogate from the duty, where it arises, under section 27B. (2) A general partner of an investment limited partnership may give to any person (whether an individual or not) the notice specified in subsection (3) if it has reasonable cause to believe that the person has the knowledge referred to in paragraph (a) or (b) of that subsection. (3) The notice referred to in subsection (2) is a notice, addressed to the person referred to in that subsection, that requires the addressee— (a) to state whether or not the addressee knows the identity of— (i) any individual who is a beneficial owner of the investment limited partnership, or (ii) any person (whether an individual or not) likely to have that knowledge, and (b) if so, to supply any particulars of any such person that are within the addressee’s knowledge, and state whether or not the particulars are being supplied with the knowledge of each of the persons concerned, and such a notice is referred to subsequently in this section as a notice under this section. (4) For the purposes of subsection (3) — (a) a reference to knowing the identity of a person includes a reference to knowing information from which that person can be identified, and (b) a reference in paragraph (b) of it to particulars is a reference— (i) in the case of the individual referred to in paragraph (a)(i) of it — to the particulars referred to in section 27A(1)(a) and (b), and (ii) in the case of the person referred to in paragraph (a)(ii) of it — to any particulars that will allow the person to be contacted by the general partner. (5) A notice under this section shall state— (a) that it is given under ‘section 27C of the Investment Limited Partnerships Act 1994 ’, and (b) that the addressee is to comply with the notice by no later than the end of the period of one month beginning with the date of the notice. (6) Nothing in this section shall be construed as requiring a person to whom a notice under it is given to disclose any information in respect of which a claim to legal professional privilege could be maintained in legal proceedings.”. Amendment of section 28 of Act of 1994 28. Section 28 of the Act of 1994 is amended— (a) by the substitution, in subsections (1) and (2), of “section 8(4A)(a) to (f)” for “section 8(4)(a) to (f)”, and (b) by the insertion of the following subsections after subsection (2): “(3) Subsection (5) applies where particulars of an individual, as being a beneficial owner of an investment limited partnership, are entered in the investment limited partnership’s beneficial ownership register. (4) For the purpose of subsections (5) to (10), a relevant change occurs if— (a) the individual referred to in subsection (3) ceases to be a beneficial owner of the investment limited partnership, or (b) any other change occurs as a result of which the particulars (stated in the foregoing register) in relation to the individual are incorrect or incomplete. (5) Where this subsection applies, the general partner shall, in accordance with subsection (6), give the notice specified in subsection (7) to the individual if it knows or has reasonable cause to believe that a relevant change has occurred, but this is subject to subsection (10). (6) The foregoing notice shall be given by the general partner as soon as reasonably practicable after the general partner learns of the change concerned or first has reasonable cause to believe that the change concerned has occurred. (7) The notice referred to in subsection (5) is a notice, addressed to the individual concerned, that requires the addressee— (a) to confirm whether or not the change concerned has occurred, and (b) if so— (i) to state the date of the change, and (ii) to confirm or correct the particulars included in the notice, and supply any that are missing from the notice, and such a notice is referred to subsequently in this section as a notice under this section. (8) A notice under this section shall— (a) state that it is given under ‘ section 28 of the Investment Limited Partnerships Act 1994 ’, and (b) as respects such of the particulars referred to in section 27A(1)(a) and (b) as are known by the general partner (or with reasonable cause believed by it) to have been the subject of the change concerned— (i) set out that which— (I) to the knowledge of the general partner are, or (II) with reasonable cause are believed by it to be, the relevant particulars as they now stand in consequence of that change, or (ii) in the absence of such knowledge or belief (on its part as respects a relevant particular) indicate - by leaving a space in the appropriate place - that that particular is not given in the notice. (9) A notice under this section shall also state that the addressee is to comply with the notice by no later than the end of the period of one month beginning with the date of the notice. (10) A general partner is not required to give a notice under this section if— (a) the general partner has already been informed of the change concerned, and (b) that information (including, as the case may be, the relevant particulars referred to in subsection (4)(b)) were provided either by the individual concerned or with his or her knowledge. (11) A general partner that fails to comply with subsection (5) or any other provision of this section shall be guilty of an offence.”. Amendment of Act of 1994 - new sections 28A to 28C relating to beneficial ownership disclosure 29. The Act of 1994 is amended by the insertion of the following sections after section 28: “Duty of beneficial owner (in certain circumstances) to notify status as such 28A. (1) This section applies to an individual if— (a) the individual is a beneficial owner of an investment limited partnership, (b) the individual knows that to be the case or ought reasonably to do so, (c) in relation to the individual, the particulars referred to in section 27A(1)(a) and (b) are not stated in the investment limited partnership’s beneficial ownership register, (d) the individual has not been given a notice by the general partner under section 27B, and (e) the circumstances specified in paragraphs (a) to (d) have continued for a period of at least one month. (2) An individual to whom this section applies shall notify, in writing, the general partner of the investment limited partnership referred to in subsection (1) of the individual’s status (as a beneficial owner) of the investment limited partnership, and that notification shall state— (a) the date, to the best of the person’s knowledge, on which the person acquired that status, and (b) the particulars referred to in section 27A(1)(a), (b) and (c). (3) Subsection (2) shall be complied with by the individual not later than the end of the period of one month beginning with the day on which all the conditions specified in subsection (1)(a) to (e) were first met with respect to the person. (4) An individual who— (a) fails to comply with this section, or (b) in purported compliance with this section, makes a statement that is false in a material particular, knowing it to be so false or being reckless as to whether it is so false, shall be guilty of an offence. Duty of individual (in certain circumstances) to notify relevant change 28B. (1) This section applies to an individual if— (a) in relation to the individual (as a beneficial owner of the investment limited partnership), the particulars referred to in section 27A(1)(a) and (b) are stated in an investment limited partnership’s beneficial ownership register, (b) a relevant change occurs, (c) the individual knows of the change or ought reasonably to do so, (d) the investment limited partnership’s beneficial ownership register has not been altered to reflect the change, and (e) the individual has not been given a notice by the general partner under section 28 by the end of the period of one month beginning with the day on which the change occurred. (2) For the purposes of this section, a relevant change occurs if— (a) the individual referred to in subsection (1) ceases to be a beneficial owner of the investment limited partnership referred to in that subsection, or (b) any other change occurs as a result of which the particulars (stated in the investment limited partnership’s beneficial ownership register) in relation to the individual are incorrect or incomplete. (3) An individual to whom this section applies shall notify, in writing, the general partner referred to in subsection (1)(a) of the relevant change, and that notification shall— (a) state the date on which the change occurred, and (b) give to the general partner any necessary information so that it can alter the investment limited partnership’s beneficial ownership register to reflect that change. (4) Subsection (3) shall be complied with by the individual not later than whichever of the following periods is the last to expire— (a) the period of 2 months beginning with the day on which the relevant change occurred, or (b) the period of one month beginning with the day on which facts have come to the notice of the individual from which he or she could reasonably conclude that the relevant change has occurred. (5) An individual who— (a) fails to comply with this section, or (b) in purported compliance with this section, makes a statement that is false in a material particular, knowing it to be so false or being reckless as to whether it is so false, shall be guilty of an offence. Offence for failure to comply with notice under section 27B, 27C or 28 28C. (1) A person to whom a notice under section 27B, 27C or 28 is given shall be guilty of an offence if the person— (a) fails to comply with the notice, or (b) in purported compliance with the notice, makes a statement that is false in a material particular, knowing it to be so false or being reckless as to whether it is so false. (2) In proceedings for an offence under this section it shall be a defence to prove that the requirement (in the notice concerned) to give information was frivolous or vexatious.”. Amendment of section 29 of Act of 1994 30. Section 29 of the Act of 1994 is amended by the deletion of subsection (3). Amendment of section 31(1) of Act of 1994 31. In addition to the amendments effected by section 5 (substituting “depositary” for “custodian” in, amongst other sections, the following section), section 31(1) of the Act of 1994 is amended by the insertion, after “proposed new general partner”, of “or depositary”. Amendment of section 33(3) of Act of 1994 32. Section 33(3) of the Act of 1994 is amended by the substitution of “On the receipt of such a direction, the general partner shall thereupon (or immediately after)” for “Upon receipt of such a direction, the general partner shall within ten days of the date thereof,”. Amendment of section 35 of Act of 1994 33. Section 35 of the Act of 1994 is amended— (a) in subsection (7), by the substitution of “every general partner of the investment limited partnership, and every officer of such a general partner,” for “every officer of the investment limited partnership”, and (b) in subsection (8), by the substitution of “An investment limited partnership, a general partner of an investment limited partnership or an officer of such a general partner that” for “An investment limited partnership and a person who, being a director or member of an investment limited partnership”. Amendment of section 37 of Act of 1994 34. Section 37 of the Act of 1994 is amended— (a) in subsection (1), by the substitution of the following paragraph for paragraph (iii): “(iii) the death, incapacity, bankruptcy, removal, resignation, dissolution or winding-up of— (I) a limited partner, or (II) a general partner, where there is more than one general partner (and at least one general partner (that has not died and to which none of the other cases mentioned in this paragraph applies) remains);”, (b) in subsection (2), by the substitution of “shall cause, at such time and in accordance with such process as stands specified by the Bank for the purpose of this sub …