How to Move an Irish Partnership into a Limited Company

Decide what is moving into the company

List the partnership's stock, equipment, intellectual property, website, domain, goodwill, vehicles, cash, debts, contracts, leases, licences, customer deposits and employees. Record who legally owns each item: some assets may belong to an individual partner rather than the firm. This inventory is the basis for valuation and transfer documents.

Decide whether the LTD will buy the whole trade or only selected assets. Leaving important contracts or a key licence behind can mean the company does not operate the same business the founders expected. Bank loans, leases and supplier agreements may require a lender or counterparty's consent before they can be moved.

• Agree the cutover date and list which work belongs to each entity.
• Identify the owner of each asset and the person liable for each debt.
• Ask contract counterparties about consent, assignment or novation.
• Review employees, insurance, data and licences before trading changes hands.

Agree the founders' shares and governance first

A partnership profit split is not automatically the right company share split. Partners should agree ownership, voting, director appointments, the company secretary and how future departures or additional funding will work. If one partner contributes more assets, that value needs to be reflected in the transaction documents, not improvised after incorporation.

An Irish LTD can have one director but must have a separate secretary if it does. Check that at least one director meets the EEA-residence requirement or that the company has a lawful alternative. Confirm the Irish registered office and the identification details needed for the CRO filing before ordering formation.

Form the LTD with the correct opening records

Choose a company name, prepare Form A1 and the constitution, and state the initial shareholders and shares correctly. The company becomes a separate legal person when incorporated by the CRO. Keep the certificate, registered constitution and share certificates together with the first board and member decisions.

StartCompany.ie can handle the incorporation and core documents for the new LTD. The basic company-formation task is distinct from transferring the partnership's trade and from tax advice about the consideration given to the partners. If the transition is complex, set the transfer timetable with advisers before the company starts invoicing.

Check Capital Gains Tax and transfer relief with an adviser

Revenue's section 600 guidance describes a possible Capital Gains Tax deferral where a person transfers a business as a going concern with its assets, or all assets other than cash, to a company in exchange wholly or partly for shares. Relief generally follows the share consideration, while cash or certain other consideration can create an immediate charge. Bona fide commercial reasons and detailed conditions matter.

This is not a blanket exemption for every partnership incorporation. Valuation of goodwill and other assets, the treatment of loans or liabilities, the ownership of the transferred property and the allocation of shares can change the outcome. Have an accountant or tax adviser model the transaction before signing a transfer or crediting partners' loan accounts.

Treat VAT and tax registrations as a new entity

Revenue issues a partnership its own Tax Reference Number. A newly formed company is a different taxpayer and must register for the taxes that apply to it. Its VAT, employer PAYE, Corporation Tax and RCT position should be reviewed separately; do not put the old partnership VAT number on the company's invoices.

Revenue's Transfer of Business relief may mean an eligible transfer of an independently operable undertaking is not treated as a supply for VAT. The test depends on what moves and on the recipient's VAT position. Relief on the transfer itself does not remove the need to register and account for the company's future trading correctly.

Handle the partnership's business name properly

If the partnership trades under a CRO-registered business name and the company wants to continue using it, changing an address or partner detail on Form RBN2A is not enough to change the legal owner. The CRO says the old owner must cease using the name and the new owner must apply to register it. Plan the sequence and check whether the new company name or trading name raises any separate naming or trademark issue.

Keep the partnership's RBN3 cessation evidence and the company's new business-name registration with the cutover documents. The CRO says a cessation notice should be filed within three months after the old owner stops trading under that name. Update the website, invoices and customer communications to identify the actual new legal seller.

Move customers, staff, banking and insurance

Issue a clear notice to customers and suppliers identifying the new company, the effective date and where future payments should go. Existing contracts might need consent or a new signature; an invoice footer alone does not transfer a legal obligation. Ask the bank and payment provider what evidence they require to open or switch to an account in the LTD's name.

Review employment contracts and any employee-transfer obligations with a qualified adviser. Tell insurers and licensing bodies about the new entity before relying on existing cover or authorisations. Retain the partnership's historic records and prepare opening company bookkeeping entries that reconcile the assets and liabilities actually transferred.

Close the old period and start the new one cleanly

Complete outstanding partnership invoices, tax returns, VAT or payroll filings, and partner profit allocations for the period up to the cutover. Keep a schedule of work in progress, deposits and customer credits so they are not counted twice or lost. Close or amend old registrations only when the partnership's remaining obligations are understood.

For the LTD, diary the RBO filing, first annual return, tax registrations, bookkeeping and accounts. Make the first company invoice only when its contracting, tax, banking and record arrangements are ready. A well documented transition protects both the partners and the new company if a customer, bank or Revenue later asks which entity carried out a transaction.