What is an Irish ILP?

The ILP is a common-law partnership, specifically updated by the Investment Limited Partnership (Amendment) Act 2020. The long overdue amendments seek to align the ILP to U.S. Limited Partnerships as well as other leading international investment fund domiciles within Europe and the Cayman Islands, providing a structure familiar to international investors, lenders, and finance professionals. An ILP must be authorised by the Central Bank as either a Qualifying Investor AIF (QIAIF) or Retail Investor AIF (RIAIF), providing a regulated vehicle that is highly attractive to institutional investors.

Unlike a corporation, an ILP has no separate legal personality and is constituted pursuant to a limited partnership agreement entered into by a General Partner (GP) and its Limited Partners (LPs). The GP (typically an Irish company, though it can be based offshore) is responsible for the management, control and operation of the ILP and generally has unlimited liability in respect of the debts and obligations of the ILP. LPs are provided with robust limited liability protections that are similar to a standard US LP.

Key Benefits

The ILP offers many features that are familiar to US-based managers, with the key benefits including, inter alia:

• Tax Transparent Investment Vehicle: Income and gains “flow through” to the partners;
• Umbrella Structure: Permitted use of sub-funds with segregated liability, allowing for different investment strategies or limited partners within each of the sub-funds;
• EU Marketing Passport: Access to professional investors across the EEA;
• Assets and Liabilities: Belong to the partners in proportion to the agreed Limited Partnership Agreement (LPA);
• Safe Harbor Activities: LPs can sit on advisory committees or approve LPA changes without losing limited liability;
• Capital Accounting Enhancements: Tailored for drawdown models providing streamlined processes for capital calls, distributions, and investor redemptions;
• Flexible Share Class Features (e.g., features such as ‘excuse and exclude provisions’ and facilitates distribution waterfall and carried interest provisions);
• Speed to Market: Eligible for the Central Bank’s 24-hour ‘Fast Track’ approval process; and
• Migration: Inward/outward migration policy to certain recognised jurisdictions (e.g., Cayman).

Alternative Partnership Options – The 1907 Limited Partnership (1907 LP)

As an alternative to the ILP, the Limited Partnership Act 1907 offers an alternative partnership structure in Ireland. The 1907 LP provides the flexibility of standard common law LPAs and, unlike the ILP, is not a regulated fund authorised by the Central Bank. This makes it a highly cost-efficient structure for managers who do not require an EU marketing passport.

The 1907 LP remains popular for aircraft leasing, property investments, family investment vehicles, and, more recently, sustainable infrastructure. However, this structure is generally not suitable for broad institutional fund raises as it lacks an umbrella structure and its limited investor base is typically capped at 20 partners.

AIFMD and Amendments to Central Bank’s AIF Rulebook

The Alternative Investment Fund Managers Directive (Directive 2011/61/EU) (AIFMD) entered into force in 2013, establishing a European regulatory framework for the management and marketing of Alternative Investment Funds (AIFs) within the EU.

It provides a common framework for European regulators to protect investors through effective oversight with operational safeguards, while also providing regulators with the necessary supervisory tools to monitor and address risks that may arise from the activities of AIFs and their Alternative Investment Fund Manager (AIFM).

Following a review of AIFMD by the European Commission and to align with the recent modernisation of the ILP legislation and the implementation of AIFMD II, the Central Bank has proposed substantial enhancements to its AIF Rulebook. These updates (included in Consultation Paper 162 (CP162)) aim to harmonise the Irish framework with the revised European rules and ensure that Ireland and the ILP will be fully aligned with the requirements of AIFMD II, in particular in relation to:

Loan origination

The proposed changes will remove the L-QIAIF section from the AIF Rulebook to ensure a harmonised EU-wide regime. This eliminates ‘gold-plating’ and permits non-EU AIFMs to manage loan-originating QIAIFs for the first time. CP162 also
removes the general restriction on QIAIFs granting loans or acting as a guarantor, aligning with EU rules under AIFMD II.

Fund financing

The proposed removal of restrictions on third-party guarantees would make it easier to arrange subscription line and asset-level financing across multi-entity fund structures.

Use of intermediary investment vehicles

Requirements for using subsidiaries will be streamlined and certain restrictions removed, while the AIFM will be required to: (i) disclose the use and purpose of any subsidiary in the prospectus; (ii) perform appropriate due diligence; and (iii) maintain policies and procedures to oversee and monitor the vehicle.

Other key changes

There is also the removal of certain requirements in relation to board composition of wholly owned subsidiaries, removal of initial offer period caps, clarification of the requirement around liquidity management and an additional requirement for AIFMs to produce a set of semi-annual information.

The updated Central Bank Rulebook takes effect on 16 April 2026, to coincide with the EU-wide AIFMD II transposition deadline.

The newly promoted individuals are Charlene McCrossan as Audit & Business Advisory Partner, Sinéad McMahon as Tax Partner, Andrew Duignan as Audit & Business Advisory Associate Partner, Richard McAufield as Tax Associate Partner,
John Moore as VAT Associate Partner, Jennifer Brennan as Corporate Finance Associate Partner and Aidan Heavey as Corporate Finance Associate Partner.

Charlene McCrossan – Charlene is a Member of the Association of Chartered Certified Accountants. Charlene provides audit, accounting and advisory services to a diverse portfolio of Irish and international owner-managed businesses. She has been particularly active in manufacturing, pharmaceutical, retail, leisure and regulated sectors in recent years. Charlene brings significant expertise in FRS 102, IFRS, consolidation of large international groups and the review of accounting systems and internal controls. Charlene recently received a Diploma in Auditing and Assuring Sustainability Reporting from Chartered Accountants Ireland.

Sinéad McMahon – Sinéad is a Fellow of Chartered Accountants Ireland and an AITI Chartered Tax Advisor. Sinéad advises a wide-ranging portfolio of corporate and personal clients on incorporation, reorganisations, succession planning, VAT
and due diligence. She also works closely with RBK’s corporate finance team on M&A transactions and plays a key role in advising international groups on tax and payroll matters as they expand into or out of Ireland. Outside of client
delivery, Sinéad leads the Women’s Leadership Collaboration group within RBK’s international network, LEA Global and plays an active role in the firm’s leadership training and ESG initiatives.

Richard McAufield – Richard is a Fellow of Chartered Accountants Ireland, a Chartered Public Accountant and is a Chartered Tax Adviser. Qualified since 2014, Richard specialises in international tax advisory for corporate and private clients. He helps multinational businesses navigate cross-border structuring and expansion, while advising high-net-worth individuals on estate and succession planning. Richard focuses on delivering practical, commercially driven solutions that support strategic growth, regulatory compliance, and long-term ownership objectives.

John Moore – John is an AITI Chartered Tax Advisor and leads RBK’s dedicated VAT service offering. John has over 30 years’ experience assisting a broad range of private sector business and corporate operators, as well as public sector
departments and organisations. John’s work covers the delivery of VAT-technical and commercially relevant advice to clients on their ongoing business activities and on specific, once off transactions. His clients range from domestic Irish based businesses to international operators engaged in cross border activities, and he advises on the VAT aspects of activities undertaken locally and internationally.

Jennifer Brennan – Jennifer is a Fellow of Chartered Accountants Ireland and has extensive experience advising clients on a wide range of corporate finance and forensic transactions across multiple sectors. Working with a large portfolio of clients, her expertise includes mergers and acquisitions (area of specialism includes insurance brokers), debt and equity fundraising, due diligence assignments, company valuations, forensic accounting assignments including on-site fraud investigations, independent business reviews and debt restructuring and financial forecasting. Outside of client delivery, Jennifer is an active member of Roscommon Athletics Club, where she competes as a Masters athlete and coaches juvenile athletes. She is also a member of the Roscommon Community Athletics Track (RCAT) committee, which is working hard to deliver Roscommon’s first athletics track.

Aidan Heavey – Aidan is a Fellow of Chartered Accountants Ireland and has over 25 years’ experience working in financial roles in Ireland, London and the Caribbean. Since returning to Ireland in 2016, Aidan has worked on a number of corporate finance projects covering a wide range of industries, from e-learning, Digital Media, Packaging, Telecoms, Real Estate, Fintech and Technology. Aidan has particular expertise and capability in transactions involving M&A, raising of
finance, share valuation, transaction support, re-financing and business valuations and financial due diligence.

Andrew Duignan – Andrew is a Fellow of Chartered Accountants Ireland and leads out the Structured Finance & Aviation Team. Andrew has significant experience in the provision of audit and assurance services to clients operating, both domestically and internationally, in the aviation, asset management, construction, private equity and intellectual property management sectors. Andrew takes responsibility for RBK’s clients operating in the financial services sector. His area of specialism includes aircraft leasing and ICAVs and he works closely with CBIZ through our joint venture ‘CBIZRBK’ in Ireland that service clients with an international outreach.

Commenting on the appointments, Chair of RBK, Brendan Mullally said, “As a full-service firm, RBK is dedicated to continually enhancing and expanding our wide range of specialist services, while supporting clients in navigating complex reporting and regulatory challenges. The expertise and commitment of our skilled staff are essential to delivering outstanding client service. These appointments showcase RBK’s extensive expertise across key areas such as Audit, Taxation, VAT, Corporate Finance and Business Advisory, while reflecting the firm’s ongoing growth and reinforcing our commitment to delivering exceptional service through the investment in and development of talented professionals.”

“I congratulate Sinéad, Charlene, Richard, John, Jennifer, Aidan and Andrew on their appointments and wish them every success in their new roles.”

About RBK

RBK is Ireland’s largest independently branded accountancy firm, with an international outreach through our membership of LEA Global and BOKS International. Offering a full suite of business services, the Firm operates from offices in Dublin, Athlone, Roscommon and Castlebar and is led and managed by 23 highly experienced Partners supported by over 300 diverse and competent employees.

Michael originally trained with RBK before holding a number of senior financial roles, including Financial Controller positions in the hotel and construction / property industries, as well as a commercial role in the food manufacturing sector. These roles have provided Michael with an invaluable insight into challenges facing Irish SME’s companies on a daily basis.

Since returning to RBK in 2018, Michael has advised medium and large owner-managed businesses on a broad range of matters including accounting, auditing, tax compliance and planning, financial management, banking and statutory compliance progressing to Associate Partner in 2024.

Commenting on the appointment, Managing Partner Joe Cleary said: “It is with great pleasure that I welcome Michael to our Partner team. I am confident he will make an enormous contribution to the continued development of RBK. As a full-service firm, RBK is committed to enhancing and expanding our specialist services, while supporting clients in navigating increasingly complex reporting and regulatory environments. The expertise and dedication of our talented professionals are fundamental to delivering outstanding client service, and Michael’s promotion reflects both our continued growth and our investment in developing exceptional people.”

Speaking on his appointment, Michael said: “I am honoured to join RBK’s Partner group and to contribute to the continued growth of the firm. Having trained with RBK and returned to the firm after several years in industry, I have seen firsthand the value we bring to Irish SME businesses. I look forward to continuing to support our clients as they face new challenges and opportunities, and to working with my colleagues to further strengthen RBK’s client-focused service.”

About RBK

RBK is Ireland’s largest independently branded accountancy firm, with an international outreach through our membership of LEA Global and BOKS International. Offering a full suite of business services, the Firm operates from offices in Dublin, Athlone, Roscommon and Castlebar and is led and managed by 18 highly experienced Partners supported by over 300 diverse and competent employees.

Commenting on the appointment, Joe Cleary, Managing Partner said: “I am delighted to welcome Shauna back to RBK and our greater Audit team. This appointment reflects the continued growth of the firm in the Dublin market and demonstrates our commitment to delivering an excellent service to clients by investing in and developing talented people.”

Shauna added: “I am delighted to be rejoining RBK as a Director. As a former Trainee in RBK, I feel a genuine sense of homecoming about reuniting with this Firm. This is the organisation that first saw my potential, provided me with critical development, broadened my experience, appreciated my involvement and allowed me to acquire the necessary acumen to thrive in this industry. I greatly look forward to supporting RBK’s valued clients with a revitalised perspective and expanded expertise, reconnecting with familiar colleagues and continuing to contribute towards the Firm’s growth and culture of excellence.”

Brendan Mullally, Head of Audit, added “It’s great to have Shauna back who we know well and value hugely and we know that she will add value to our people and our clients. We look forward to working together again.”

Shauna originally joined RBK in 2016 as an audit trainee and progressed through the roles of Audit Senior, Audit Assistant Manager, and Manager. She moved to Deloitte in 2023, where she gained further experience working with large privately owned entities and groups, before re-joining RBK as Audit Director in 2025.

A Member of the Association of Chartered Certified Accountants, Shauna holds a Bachelor’s Degree in Economics and Mathematics from University College Dublin and a Master’s Degree in Business from Technological University Dublin.