Incorporated limited partnerships

Incorporated Limited Partnerships (ILPs) are legal entities which can be set up under most State and Territory partnership legislation.  ILPs appear to be the preferred entities when applying for registration under Commonwealth legislation for venture capital purposes. NSW Fair Trading is responsible for registration of ILPs under the NSW partnership legislation.

Venture capital

Venture capital is an important source of funds for start-up companies, expanding businesses and restructuring businesses. Venture capital is high risk as it provides funding to companies at difficult stages in their development where the risk of failure is greatest. Venture capital programs attempt to prevent this failure by working with the management of investee companies through the growth phase.

Limited partnerships for venture capital

Commonwealth legislation provides for four forms of subclasses for limited partnerships to be used for venture capital investments. These are:

  • Venture Capital Limited Partnership (VCLP)
    VCLPs invest directly in companies.
  • Early Stage Venture Capital Limited Partnership (ESVCLP)
    ESVCLPs invest in entities with total assets of no more than $50 million before the investment is made.
  • Australian Venture Capital Fund of Funds (AFOF)
    AFOFs invest either indirectly through VCLPs or ESVCLPs, or directly. Direct investments by AFOFs must meet specific requirements.
  • Venture Capital Management Partnership (VCMP)
    VCMPs, according to the Income Tax Assessment Act 1936 (Cwth), can only be involved in the management.

Concessional tax treatment

To get concessional tax treatment under the Commonwealth legislation, the venture capital limited partnerships must be registered under the Venture Capital Act 2002 (Cwth).

International consistency

The Commonwealth legislation aligns Australian tax regime that applies to venture capital investment structures with most developed countries.

Registration forms and fees

To help register an ILP, Fair Trading has put together the Application for registration of an Incorporated Limited Partnership form (PDF, 358.62 KB) for:

  • Venture Capital Limited Partnership (VCLP)
  • Early Stage Venture Capital Limited Partnership (ESVCLP)
  • Australian Venture Capital Fund of Funds (AFOF)
  • Venture Capital Management Partnership (VCMP).

From 1 July each year the fees for Incorporated Limited Partnerships are changed to reflect the rise in the Consumer Price Index (CPI). These adjustments are in line with the system of annual CPI based adjustments to Fair Trading's fees and charges introduced in 2000. Go to the partnership fees page for the latest list of fees.

Contact Registry Services on (02) 6333 1400 or freecall 1800 502 042 for information on registering an ILP.

Changes to the register

ILPs are required to notify changes to registered particulars.  The following forms are available for this purpose:

Please contact Registry Services concerning notification for winding up an ILP.

Need more information?

Investors, interested persons and professional advisors should make their own inquiries to determine if registering an ILP is applicable to their circumstances. Following sources of information may be useful:

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