Formation
Principal Type
The only general form of limited partnership available in Ireland for trading purposes is that under the Limited Partnership Act 1907. A limited partner may not take part in the management of the firm. He may not bind the firm. In return, and provided that the relevant conditions are complied with, he has limited liability for the partnership debts in a winding up of the partnership.
A limited partner under the legislation is, in effect, an investor. A limited partnership may be useful in relation to the investment of venture capital. It allows the dormant partner, the investor, to invest in a partnership while retaining limited liability.
An advantage of a limited partnership is that there is one layer only of tax for the partner/ investor. An investor in a company may be effectively subject to two layers of tax on the company’s trade. The company itself is taxed, and the investor is taxed on distributions and dividends and on winding up.
Less Common Types
Ireland has not introduced a modern form of limited liability partnership. In other jurisdictions, limited partnerships are prominent vehicles for investment and undertaking business. Many other jurisdictions including Northern Ireland, England and Wales and the United States jurisdictions have provided for a flexible form of limited liability partnership.
General limited liability partnership legislation has been introduced in the United Kingdom. The Limited Liability Partnership entities have a separate legal identity and bear many of hallmarks of companies. However, from some points of view, including taxation they are “looked through,” so that there is no second layer of tax.
Provision has been made in Ireland for investment limited partnerships. This form of limited partnership is a passive investment vehicle, which cannot trade. They are highly regulated. The legislation was designed to accord with investment structures commonly used in North America.
They are primarily intended for use in international financial services. n practice, the majority of funds in Ireland do not operate as limited partnerships but use other structures which are more akin to companies.
Provision has been made for limited liability partnerships of legal professionals.
Registration
Unlike the case with general partnerships, limited partnerships must be registered. If they are not registered, every limited partner is deemed a general partner.
The limited partner may be a company. A company may also be a general partner. A limited partnership may not consist of more than 20 members. There are certain exceptions.
The term of the limited partnership must be stated on formation and registration. Any alteration of the term must be registered. Where the term is uncertain, it may be stated in terms or condition rather than a period.
Upon registration, a certificate of registration of the partnership issues. This does not entail the creation of the partnership as such. The limited partnership must otherwise satisfy the conditions of the Partnership Act. Unlike the position with a company, the certificate of registration is not conclusive.
Registration Statement
Limited partners must file a registration statement with the CRO. The registration statement must be signed by all partners. Failure to register or register properly may lead to denial of the status of a limited partnership. The making of a false statement in the registration particulars is an offence.
- Firm name;
- General nature of business;
- Name of each partner;
- Place of business;
- Term of partnership;
- Statement that the partnership is limited;
- Description of every limited partner as such;
- Capital contribution of limited partner whether cash or in kind.
Registering Changes
Limited liability partners must register their business name in the same way as an ordinary partner. Both the limited and general partners’ names must be listed.
The following changes must be registered:
- changes in name;
- changes in nature of business;
- changes in place of business;
- changes in partners, term or character of the partnership;
- the contribution of the limited partner;
- change in the status of a partner from limited to general or vice versa.
A failure to register the changes may lead to the loss of limited liability status. The changes may take place without a conscious decision on the party to the partnership so that care is required to ensure that if and when one of the above circumstances applies, that registration is effected.
A limited partnership, all of whose general partners or limited liability companies must file accounts in the CRO in the same manner as a company.
Assignment
The limited partner may withdraw his funds with the consent of the other partners. In this event, his share is repaid. Alternatively, he may be permitted to assign his interest to a third-party.The matter of assignment may be the subject to express or implied agreement.
A limited partner may assign his interest in the partnership with the consent of the general partners or under the terms of the agreement. The assignee will become a limited partner in his place if permitted. The assignment does not cause dissolution of the general partnership. The change must be registered and published in the Official Gazette.
Although the assignment assigns his share, the assigning partner remains liable for pre-assignment debts limited to the extent of his capital contribution. The assignee becomes liable on future debts limited in the same manner.
The default position is that persons may be introduced as partners without the consent of the limited partner.
Dissolution
The rules on dissolution and winding up of limited partnerships are broadly similar to those applicable to ordinary partners.
A limited partnership is not, however, dissolved by the death or bankruptcy of the limited partner. A limited liability partnership is dissolved upon the death or bankruptcy of a sole general partner.
A limited partner may not dissolve a limited partnership by notice, under the default rules. He or she may have a contractual right to do under a partnership agreement.The general partners may terminate the partnership by notice.
Although the limited partners of a limited partnership may not terminate the partnership by notice, a limited partner can be given a right to terminate where a fixed-term partnership expires. The limited partnership may be converted into a partnership at will, losing limited partnership status, unless notice is given to the CRO.
A limited partnership must have at least one general partner. The death of the last surviving general partner leads to dissolution.
Winding Up
Upon dissolution of the limited partnership, its affairs must be wound up unless the partnership agreement provided otherwise or an alternative course is agreed.
The rules on the winding up of a limited partnership are broadly similar to those applicable to ordinary partners. The general partners are obliged to wind it up on dissolution.
The court has the power to dissolve a limited partnership in the same manner as an ordinary partnership. Where a limited partnership is wound up, the winding up is undertaken by the general partners.
A court may wind up a limited partnership in much the same way as a general partnership. A limited partnership may be wound up under the Companies Act, as a non-registered company.
References and Sources
Irish Sources
Partnership Act, 1890
Partnership Law 2000 Twomey M. Butterworths
UK Sources
Lindley & Banks on Partnership: (19th Revised edition) 2016 Banks, Roderick I’Anson
Partnership & Llp Law (8th edition) 2015 Morse, G.
Partnership Law (5th Revised edition) 2015 Blackett-Ord, Mark; Haren, Sarah;
Limited Partnership Act
CHAPTER XXIV.
An Act to establish Limited Partnerships. [28th August 1907.]
Be it enacted by the King’s most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows:
Short title.
1. This Act may be cited for all purposes as the Limited Partnerships Act, 1907.
Commencement of Act.
2. This Act shall come into operation on the first day of January one thousand nine hundred and eight.
Interpretation of terms.
53 & 54 Vict. c. 39.
3. In the construction of this Act the following words and expressions shall have the meanings respectively assigned to them in this section, unless there be something in the subject or context repugnant to such construction:—
“Firm,” “firm name,” and “business” have the same meanings as in the Partnership Act, 1890:
“General partner” shall mean any partner who is not a limited partner as defined by this Act.
Definition and constitution of limited partnership.
4.—(1) From and after the commencement of this Act limited partnerships may be formed in the manner and subject to the conditions by this Act provided.
(2) A limited partnership shall not consist, in the case of a partnership carrying on the business of banking, of more than ten persons, and, in the case of any other partnership, of more than twenty persons, and must consist of one or more persons called general partners, who shall be liable for all debts and obligations of the firm, and one or more persons to be called limited partners, who shall at the time of entering into such partnership contribute thereto a sum or sums as capital or property valued at a stated amount, and who shall not be liable for the debts or obligations of the firm beyond the amount so contributed.
(3) A limited partner shall not during the continuance of the partnership, either directly or indirectly, draw out or receive back any part of his contribution, and if he does so draw out or receive back any such part shall be liable for the debts and obligations of the firm up to the amount so drawn out or received back.
(4) A body corporate may be a limited partner.
Registration of limited partnership required.
5. Every limited partnership must be registered as such in accordance with the provisions of this Act, or in default thereof it shall be deemed to be a general partnership, and every limited partner shall be deemed to be a general partner.
Modifications of general law in case of limited partnerships.
6.—(1) A limited partner shall not take part in the management of the partnership business, and shall not have power to bind the firm:
Provided that a limited partner may by himself or his agent at any time inspect the books of the firm and examine into the state and prospects of the partnership business, and may advise with the partners thereon.
If a limited partner takes part in the management of the partnership business he shall be liable for all debts and obligations of the firm incurred while he so takes part in the management as though he were a general partner.
(2) A limited partnership shall not be dissolved by the death or bankruptcy of a limited partner, and the lunacy of a limited partner shall not be a ground for dissolution of the partnership by the court unless the lunatic’s share cannot be otherwise ascertained and realised.
(3) In the event of the dissolution of a limited partnership its affairs shall be wound up by the general partners unless the court otherwise orders.
(4) Applications to the court to wind up a limited partnership shall be by petition under the Companies Acts, 1862 to 1900, and the provisions of those Acts relating to the winding-up of companies by the court and of the rules made thereunder (including provisions as to fees) shall, subject to such modifications (if any) as the Lord Chancellor, with the concurrence of the President of the Board of Trade, may by rules provide, apply to the winding-up by the court of limited partnerships, with the substitution of general partners for directors.
(5) Subject to any agreement expressed or implied between the partners—
(a) Any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the general partners;
(b) A limited partner may, with the consent of the general partners, assign his share in the partnership, and upon such an assignment the assignee shall become a limited partner with all the rights of the assignor;
(c) The other partners shall not be entitled to dissolve the partnership by reason of any limited partner suffering his share to be charged for his separate debt;
(d) A person may be introduced as a partner without the consent of the existing limited partners;
(e) A limited partner shall not be entitled to dissolve the partnership by notice.
Law as to private partnerships to apply where not excluded by this Act.
53 & 54 Vict. c. 39.
7. Subject to the provisions of this Act, the Partnership Act, 1890, and the rules of equity and of common law applicable to partnerships, except so far as they are inconsistent with the express provisions of the last-mentioned Act, shall apply to limited partnerships.
Manner and particulars of registration.
8. The registration of a limited partnership shall be effected by sending by post or delivering to the registrar at the register office in that part of the United Kingdom in which the principal place of business of the limited partnership is situated or proposed to be situated a statement signed by the partners containing the following particulars:—
(a) The firm name;
(b) The general nature of the business;
(c) The principal place of business;
(d) The full name of each of the partners;
(e) The term, if any, for which the partnership is entered into, and the date of its commencement;
(f) A statement that the partnership is limited, and the description of every limited partner as such;
(g) The sum contributed by each limited partner, and whether paid in cash or how otherwise.
Registration of changes in partnerships.
9.—(1) If during the continuance of a limited partnership any change is made or occurs in—
(a) the firm name,
(b) the general nature of the business,
(c) the principal place of business,
(d) the partners or the name of any partner,
(e) the term or character of the partnership,
(f) the sum contributed by any limited partner,
(g) the liability of any partner by reason of his becoming a limited instead of a general partner or a general instead of a limited partner,
a statement, signed by the firm, specifying the nature of the change shall within seven days be sent by post or delivered to the registrar at the register office in that part of the United Kingdom in which the partnership is registered.
(2) If default is made in compliance with the requirements of this section each of the general partners shall, on conviction under the Summary Jurisdiction Acts, be liable to a fine not exceeding one pound for each day during which the default continues.
Advertisement in Gazette of statement of general partner becoming a limited partner and assignment
10.—(1) Notice of any arrangement or transaction under which any person will cease to be a general partner in any firm, and will become a limited partner in that firm, or under which the share of a limited partner in a firm will be assigned to any person, shall be forthwith advertised in the Gazette, and until notice of the arrangement or transaction is so advertised the arrangement or transaction shall, for the purposes of this Act, be deemed to be of no effect.
(2) For the purposes of this section, the expression “the Gazette” means—
In the case of a limited partnership registered in England, the London Gazette;
In the case of a limited partnership registered in Scotland, the Edinburgh Gazette;
In the case of a limited partnership registered in Ireland, the Dublin Gazette.
Ad valorem stamp duty on contributions by limited partners.
11. The statement of the amount contributed by a limited partner, and a statement of any increase in that amount, sent to the registrar for registration under this Act, shall be charged with an ad valorem stamp duty of five shillings for every one hundred pounds, and any fraction of one hundred pounds over any multiple of one hundred pounds, of the amount so contributed, or of the increase of that amount, as the case may be; and, in default of payment of stamp duty thereon as herein required, the duty with interest thereon at the rate of five per cent. per annum from the date of delivery of such statement shall be a joint and several debt to His Majesty, recoverable from the partners, or any of them, in the said statements named, or, in the case of an increase, from all or any of the said partners whose discontinuance in the firm shall not, before the date of delivery of such statement of increase, have been duly notified to the registrar.
Making false returns to be misdemeanor.
12. Every one commits a misdemeanor, and shall be liable to imprisonment with hard labour for a term not exceeding two years, who makes, signs, sends, or delivers for the purpose of registration under this Act any false statement known by him to be false.
Registrar to file statement and issue certificate of registration.
13. On receiving any statement made in pursuance of this Act the registrar shall cause the same to be filed, and he shall send by post to the firm from whom such statement shall have been received a certificate of the registration thereof.
Register and index to be kept.
14. At each of the register offices herein-after referred to the registrar shall keep, in proper books to be provided for the purpose, a register and an index of all the limited partnerships registered as aforesaid, and of all the statements registered in relation to such partnerships.
Registrar of joint stock companies to be registrar under Act.
15. The registrar of joint stock companies shall be the registrar of limited partnerships, and the several offices for the registration of joint stock companies in London, Edinburgh, and Dublin shall be the offices for the registration of limited partnerships carrying on business within those parts of the United Kingdom in which they are respectively situated.
Inspection of statements registered.
16.—(1) Any person may inspect the statements filed by the registrar in the register offices aforesaid, and there shall be paid for such inspection such fees as may be appointed by the Board of Trade, not exceeding one shilling for each inspection; and any person may require a certificate of the registration of any limited partnership, or a copy of or extract from any registered statement, to be certified by the registrar, and there shall be paid for such certificate of registration, certified copy, or extract such fees as the Board of Trade may appoint, not exceeding two shillings for the certificate of registration, and not exceeding sixpence for each folio of seventy-two words, or in Scotland for each sheet of two hundred words.
(2) A certificate of registration, or a copy of or extract from any statement registered under this Act, if duly certified to be a true copy under the hand of the registrar or one of the assistant registrars (whom it shall not be necessary to prove to be the registrar or assistant registrar) shall, in all legal proceedings, civil or criminal, and in all cases whatsoever be received in evidence.
Power to Board of Trade to make rules.
17. The Board of Trade may make rules (but as to fees with the concurrence of the Treasury) concerning any of the following matters:—
(a) The fees to be paid to the registrar under this Act, so that they do not exceed in the case of the original registration of a limited partnership the sum of two pounds, and in any other case the sum of five shillings;
(b) The duties or additional duties to be performed by the registrar for the purposes of this Act;
(c) The performance by assistant registrars and other officers of acts by this Act required to be done by the registrar;
(d) The forms to be used for the purposes of this Act;
(e) Generally the conduct and regulation of registration under this Act and any matters incidental thereto.
Registration of Business Names Act, 1963.
AN ACT TO PROVIDE FOR THE REGISTRATION OF PERSONS CARRYING ON BUSINESS UNDER BUSINESS NAMES AND FOR PURPOSES CONNECTED THEREWITH. [11th December, 1963.]
BE IT ENACTED BY THE OIREACHTAS AS FOLLOWS:
Commencement.
1.—This Act shall come into operation on such day as the Minister appoints by order.
Interpretation.
2.—(1) In this Act—
“business” includes profession;
“business name” means the name or style under which any business is carried on, and, in relation to a newspaper, includes the title of the newspaper;
“Christian name” includes any forename;
“director”, in relation to a body corporate, includes a member of the managing body thereof;
“firm” means an unincorporated body of two or more individuals, or one or more individuals and one or more bodies corporate, or two or more bodies corporate, who have entered into partnership with one another with a view to publishing a newspaper or to carrying on business for profit;
“initials” includes any recognised abbreviation of a Christian name;
“the Minister” means the Minister for Industry and Commerce;
“newspaper” means any paper containing public news or observations thereon, or consisting wholly or mainly of advertisements, which is printed for sale and is published in the State either periodically or in parts or numbers at intervals not exceeding thirty-six days;
“prescribed” means prescribed by regulations made in pursuance of this Act;
“the repealed enactment” means the Registration of Business Names Act, 1916, repealed by this Act;
“surname”, in the case of a person usually known by a title different from his surname, means that title.
(2) References in this Act to a former Christian name or surname do not include—
(a) in the case of a person usually known by a title different from his surname, the name by which he was known previous to the adoption of or succession to the title; or
(b) in the case of any person, a former Christian name or surname where that name or surname was changed or disused before the person bearing the name attained the age of 18 years or has been changed or disused for a period of not less than 20 years; or
(c) in the case of a married woman, the name or surname by which she was known previous to the marriage.
Persons to be registered.
3.—(1) Subject to the provisions of this Act—
(a) every firm having a place of business in the State and carrying on business under a business name which does not consist of the true surnames of all partners who are individuals and the corporate names of all partners which are bodies corporate without any addition other than the true Christian names of individual partners or initials of such Christian names;
(b) every individual having a place of business in the State and carrying on business under a business name which does not consist of his true surname without any addition other than his true Christian names or the initials thereof;
(c) every individual or firm having a place of business in the State, who, or a member of which, has either before or after the passing of this Act changed his name, except in the case of a woman in consequence of marriage;
(d) every body corporate having a place of business in the State and carrying on business under a business name which does not consist of its corporate name without any addition;
(e) without prejudice to the generality of the foregoing, every person having a place of business in the State and carrying on the business of publishing a newspaper,
shall be registered in the manner directed by this Act.
(2) Where the addition merely indicates that the business is carried on in succession to a former owner of the business, that addition shall not of itself render registration necessary.
(3) Where two or more individual partners have the same surname, the use of the plural form of that surname shall not of itself render registration necessary.
(4) The use by a body corporate of a recognised abbreviation for “Company” or “Limited” or for any analogous expression forming part of its corporate name shall not of itself render registration necessary.
(5) Where the business is carried on by an assignee or trustee in bankruptcy, a trustee of the estate of an arranging debtor, or a receiver or manager appointed by any court, registration shall not be necessary under paragraph (a), (b) or (d) of subsection (1).
(6) An individual or firm shall not require to be registered by reason only of a change of his name or of the name of a partner in the firm, if the change has taken place before the person who has changed his name has attained the age of eighteen years or if not less than twenty years have elapsed since it took place, or by reason only of the adoption by an individual of a title to which he has succeeded.
Manner and particulars of registration.
4.—(1) Every person required under this Act to be registered shall furnish by sending by post or delivery to the registrar a statement in writing in the prescribed form containing the following particulars:
(a) the business name, including, in the case of the proprietor of a newspaper, the title of the newspaper;
(b) the general nature of the business;
(c) the principal place of the business;
(d) where the registration to be effected is that of a firm, the present Christian name and surname, any former Christian name or surname, the nationality, if not Irish, the usual residence, and the other business occupation (if any) of each of the individuals who are partners, and the corporate name and registered or principal office in the State of every body corporate which is a partner;
(e) where the registration to be effected is that of an individual, the present Christian name and surname, any former Christian name or surname, the nationality, if not Irish, the usual residence, and the other business occupation (if any) of such individual;
(f) where the registration to be effected is that of a body corporate, its corporate name and registered or principal office in the State;
(g) the date of the adoption of the business name by that person.
(2) Where a business is carried on under two or more business names, each of those business names must be stated.
Statement to be signed by persons registering.
5.—(1) The statement required for the purpose of registration must be signed—
(a) in the case of an individual—by him, and
(b) in the case of a body corporate—by a director or secretary thereof, and
(c) in the case of a firm, either—
(i) by all the individuals who are partners, and by a director or the secretary of all bodies corporate who are partners, or
(ii) by some individual who is a partner, or a director or the secretary of some body corporate which is a partner,
and in a case to which paragraph (c) (ii) applies must be verified by a statutory declaration made by the signatory.
(2) A statutory declaration stating that any person other than the declarant is a partner, or omitting to state that any person other than the declarant is a partner, shall not be evidence for or against any such other person in respect of his liability or non-liability as a partner.
(3) The High Court may on application of any person alleged or claiming to be a partner direct the rectification of the register and decide any question arising under this section.
Time for registration.
6.—(1) The particulars required to be furnished under this Act by any person shall be furnished within one month after his adoption of the business name.
(2) If the person has adopted the business name before the commencement of this Act, the particulars shall, if not already furnished under the repealed enactment, be furnished within one month from the commencement of this Act.
(3) This section shall apply, where registration is required in consequence of a change of name, as if for references to the date of adoption of the business name there were substituted references to the date of such change.
Registration of changes.
7.—Whenever a change is made or occurs in any of the particulars registered in respect of any person, that person shall, within one month after the change or, if such change occurred before the commencement of this Act, within one month after such commencement, furnish by sending by post or delivering to the registrar a statement in writing in the prescribed form specifying the nature and date of the change signed, and where necessary verified, in like manner as the statement required on registration.
Certificate of registration.
8.—(1) On receiving a statement under section 4, or a statement under section 7 specifying a change in the business name, the registrar shall send by post or deliver a certificate of the registration thereof to the person registering.
(2) A certificate of registration shall be kept exhibited in a conspicuous position at, in the case of a firm or individual, the principal place of business and, in the case of a body corporate, its registered or principal office in the State and, in every case, in every branch office or place where the business is normally carried on, and if not kept so exhibited, the person registered or, in the case of a firm, every partner in the firm shall be liable on summary conviction to a fine not exceeding £100.
Duty to furnish particulars.
9.—(1) The Minister may require any person to furnish to him within such time as the Minister may require a statement of such particulars as appear necessary to the Minister for the purpose of ascertaining whether or not that person or the firm of which he is partner should be registered under this Act, or an alteration made in the registered particulars.
(2) If from any information so furnished it appears to the Minister that any person ought to be registered under this Act, or an alteration ought to be made in the registered particulars, the Minister may require that person to furnish to the registrar the required particulars within such time as may be allowed by the Minister but, where any default under this Act has been discovered from the information acquired under this section, no proceedings under this Act shall be taken against any person in respect of such default prior to the expiration of the time within which that person is so required to furnish particulars to the registrar.
Penalty for default in furnishing statements.
10.—If any person required under this Act to furnish a statement of particulars or of any change in particulars makes default without reasonable excuse in so doing, the person so in default or, in the case of a firm, every partner in the firm shall be liable on summary conviction to a fine not exceeding £100.
Penalty for false statements.
11.—If any statement furnished under this Act contains any matter which is false in any material particular to the knowledge of any person signing it, that person shall, on summary conviction, be liable to imprisonment for a term not exceeding six months or to a fine not exceeding £100, or to both.
Removal of names from register.
12.—(1) If a person registered under this Act in respect of a business name ceases to carry on business under that name, it shall be the duty of that person or, in the case of an individual who dies, of his personal representative or, in the case of a firm, of every person who was a partner in the firm at the time when it ceased to carry on business under that name, and also, in the case of a body corporate, of any liquidator, within three months thereafter to send by post or deliver to the registrar a statement in the prescribed form to that effect, and if he makes default in doing so he shall be liable on summary conviction to a fine not exceeding £100.
(2) On receipt of such statement the registrar may delete from the register the particulars relating to that business name.
(3) Where, by virtue of subsection (6) of section 3, a person registered under this Act no longer requires to be so registered—
(a) the registrar, if so requested by that person, shall remove that person from the register, and
(b) section 8 shall no longer require that person to keep exhibited the certificate of registration,
and where the particulars registered under this Act in respect of any person include a former name or surname which, by virtue of subsection (2) of section 2, no longer requires to be included among those particulars, the registrar, if so requested by that person, shall amend the particulars by deleting that name or surname.
(4) Where the registrar has reasonable cause to believe that any person registered under this Act in respect of a business name is not carrying on business under that name, he may send to that person by registered post a notice that, unless an answer is received to such notice within one month from the date thereof, the particulars relating to that business name may be deleted from the register.
(5) If the registrar either receives an answer to the effect that the person is not carrying on business under that business name or does not within one month after sending the notice receive an answer, he may delete the particulars relating to that name from the register.
Index of business names.
13.—The registrar shall keep an index of all business names registered under this Act.
Undesirable business names.
14.—(1) The Minister may refuse to permit the registration under this Act of any name which in his opinion is undesirable but an appeal shall lie to the High Court against such refusal.
(2) Where registration of a business name is refused under this section any person or, in the case of a firm, every partner in the firm, carrying on business under that name in such circumstances as to require registration under this Act, shall be liable on summary conviction to a fine not exceeding £100.
(3) The registration of a business name under this Act shall not be construed as authorising the use of that name if apart from such registration the use thereof could be prohibited.
Registrar, assistant registrars and offices.
15.—(1) The registrar of companies or such other person as the Minister may determine shall be the registrar for the purposes of this Act.
(2) Such persons as the Minister may determine shall be assistant registrars for the purposes of this Act.
(3) For the purposes of the registration of persons under this Act, the Minister shall maintain and administer an office or offices in the State at such places as the Minister thinks fit.
Inspection, production and evidence of registered documents.
16.—(1) Any person may—
(a) inspect the documents kept by the registrar, on payment of such fee as may be prescribed;
(b) require a certificate of the registration of any person or a copy of or extract from any other document or any part of any other document, to be certified by the registrar, an assistant registrar or other officer authorised by the Minister, on payment for the certificate, certified copy or extract of such fees as may be prescribed.
(2) No process for compelling the production of any document kept by the registrar shall issue from any court except with the leave of that court, and any such process if issued shall bear thereon a statement that it is issued with the leave of the court.
(3) A certificate of registration or a copy of, or extract from, any document kept by the registrar, certified under the hand of the registrar, an assistant registrar or other officer authorised by the Minister (whose official position or authority it shall not be necessary to prove), shall in all legal proceedings be admissible in evidence.
Regulations.
17.—(1) The Minister may make regulations concerning any of the following matters—
(a) the fees to be paid to the registrar under this Act;
(b) the forms to be used under this Act;
(c) generally the conduct and regulation of registration under this Act, and any matters incidental thereto.
(2) All fees payable in pursuance of this Act shall be paid into or disposed of for the benefit of the Exchequer in such manner as the Minister for Finance shall direct.
(3) Regulations made under this Act shall be laid before each House of the Oireachtas as soon as may be after they are made and, if a resolution annulling the regulations is passed by either House within the next twenty-one days on which that House has sat after the regulations are laid before it, the regulations shall be annulled accordingly but without prejudice to the validity of anything previously done thereunder.
Publication of true names, etc.
18.—(1) A person required by this Act to be registered shall, in all business letters, circulars and catalogues on or in which the business name appears and which are sent by that person to any person, state in legible characters—
(a) in the case of an individual, his present Christian name, or the initials thereof, and present surname, any former Christian names and surnames, and his nationality, if not Irish;
(b) in the case of a firm, the present Christian names, or the initials thereof, and present surnames, any former Christian names and surnames, and the nationality, if not Irish, of all the partners in the firm or, in the case of a body corporate being a partner, the corporate name;
(c) in the case of a body corporate (not being a company to which section 196 of the Companies Act, 1963 , applies), its corporate name, and the present Christian name, or the initials thereof, the present surname, any former Christian names and surnames, and the nationality, if not Irish, of every director or, in the case of a body corporate being a director, the corporate name.
(2) If default is made in compliance with this section the person or, in the case of a firm, every partner in the firm shall be liable on summary conviction for each offence to a fine not exceeding £25.
Offences by bodies corporate.
19.—Where a body corporate is guilty of an offence under this Act every director, secretary and officer of the body corporate who is knowingly a party to the default shall be guilty of a like offence and liable to a like penalty.
Summary proceedings.
20.—(1) Summary proceedings in relation to an offence under this Act may be brought and prosecuted by the Minister.
(2) Notwithstanding subsection (4) of section 10 of the Petty Sessions (Ireland) Act, 1851 , summary proceedings for an offence under this Act may be instituted within three years from the date of the offence.
Repeals and consequential provisions.
21.—(1) The Registration of Business Names Act, 1916, is hereby repealed.
(2) The Defamation Act, 1961 , is hereby amended—
(a) by the deletion, in the definition of “newspaper” in section 2, of “except in section 27”,
(b) by the repeal of section 27.
(3) The register kept under the repealed enactment shall be deemed part of the register for the purposes of this Act.
(4) All statements and particulars furnished, statutory declarations made, notices, certificates, certified copies and extracts given and things done under the repealed enactment shall have effect as if furnished, made, given or done under this Act.
Expenses.
22.—The expenses incurred by the Minister in the administration of this Act shall to such extent as may be sanctioned by the Minister for Finance be paid out of moneys provided by the Oireachtas.
Short title.
23.—This Act may be cited as the Registration of Business Names Act, 1963.
S.I. No. 339/2016 –
Business Names Regulations 2016.
I, MARY MITCHELL O’CONNOR, Minister for Jobs, Enterprise and Innovation, in exercise of the powers conferred on me by section 17 of the Registration of Business Names Act 1963 (No. 30 of 1963) (as adapted by the Enterprise, Trade and Innovation (Alteration of Name of Department and Title of Minister) Order 2011 (S.I. No. 245/2011)), hereby make the following regulations:
1. These Regulations may be cited as the Business Names Regulations 2016.
2. These Regulations shall come into operation on 3rd July 2016
3. (1) In these Regulations “the Act” means the Registration of Business Names Act 1963 (No. 30 of 1963).
(2) In these Regulations a reference to a Schedule is to a Schedule to these Regulations.
4. Whenever any act is required by the Act to be done by the registrar, such act shall be done by the registrar or by an assistant registrar or by any other officer authorised in that behalf by the Minister for Jobs, Enterprise and Innovation.
5. The fees set out in column 2 or 3 of Schedule 1 shall be paid to the registrar in respect of the items set out in column 1 of the said Schedule.
6. The forms set out in Schedule 2, with such variations as the circumstances in each case require, shall be the forms to be used under the Act.
7. The following Regulations are revoked:
(a) Business Names Regulations 2002 ( S.I. No. 291 of 2002 );
(b) Business Names Regulations 2005 ( S.I. No. 366 of 2005 );
(c) Business Names (No. 2) Regulations 2005 ( S.I. No. 735 of 2005 );
SCHEDULE 1
FEES
ITEM
FEE
FEE
(paper filing)
(electronic filing)
Furnishing a statement of particulars under section 4 of the Act and the issue of one certificate of registration
€40
€20
Subject to the exception set out below, furnishing a statement of change in the particulars registered under section 7 of the Act and the issue, where necessary, of one certificate of registration of change in the business name
€15
Not Applicable (“N/A”)
Furnishing a statement of change of address of the principal place of business registered under section 7 of the Act, and the issue, where necessary, of one certificate of registration of change in the business name
€15
Nil
Inspecting, under section 16 of the Act, any documents kept by the registrar, whether in paper format or electronically
€3.50 in respect of each such inspection
€3.50 for each uncertified copy or extract
Subject to the exception set out below, a certificate of registration of any person or a certified copy of or extract any other document or any part of any other document
€12 for each certificate, certified copy or extract
N/A
A certificate of registration of any person which is intended for public sector use
€12
Nil
An uncertified copy of or extract from any document or any part of any document, whether furnished in paper format or electronically
€2.50 for each uncertified copy or extract
€2.50 for each uncertified copy or extract
SCHEDULE 2
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GIVEN under my Official Seal,
29 June 2016.
MARY MITCHELL O’CONNOR,
Minister for Jobs, Enterprise and Innovation.
EXPLANATORY NOTE
(This is not a part of the Instrument and does not purport to be a legal interpretation.)
The purpose of these Regulations is to revoke all previous Regulations made on foot of the Registration of Business Names Act 1963 , and replace them with a consolidated version which reflects the current fees being charged, and forms being issued, by the registrar of companies in relation to the registration of business names. The forms used for registering a business name have been altered by these Regulations.