Investment Limited Partnerships Act, 1994

PART II

Constitution

Constitution of investment limited partnership.

5.—(1) An investment limited partnership may be formed by two or more persons and shall—

(a) have as its principal business, to be expressed in the partnership agreement establishing the investment limited partnership, the investment of its funds in property;

(b) consist of one or more general partners and one or more limited partners;

(c) have appointed a custodian or custodians being a person or persons maintaining a place of business in the State, and approved by the Bank under section 8 of this Act, in whom the assets of the investment limited partnership shall be entrusted for safe keeping, who is charged with verifying that the business of an investment limited partnership is conducted in accordance with the partnership agreement and with such powers or duties of a custodian with regard to the investment limited partnership as are specified by the Bank and in section 24 ;

(d) have specified in the partnership agreement, the conditions under which there may be effected, and the procedure to be followed with respect to, the replacement of a general partner or a custodian to the partnership with another general partner or custodian including a replacement by the Bank under section 30 and the admission of additional general partners or custodians and shall contain provision to ensure the protection of limited partners in the event of any such replacement;

(e) comply with such further and other requirements made by the Bank from time to time under section 7 hereof;

(f) hold a certificate of authorisation issued in accordance with Part III of this Act.

(2) A body corporate with or without limited liability may be a general partner or a limited partner and a partnership may be a limited partner.

(3) The contribution made by a limited partner to the capital of the investment limited partnership may be satisfied in cash or other property provided that in the case of a non-cash contribution, the value of the relevant property shall, for the purposes of satisfying the obligation to contribute to the capital of the investment limited partnership, be the fair market value of the property at the time of transfer of the property to the investment limited partnership.

(4) For the avoidance of doubt, the contribution made by a limited partner to the capital of the investment limited partnership shall not be satisfied by the provision of any services or loans by the limited partner.