Ireland

Limited Liability Partnership Legal Requirement

Companies in Ireland organized as limited liability partnerships will need to add language (below) to their governing documents to meet the legal requirement for B Corp Certification. For further clarification or if you have any questions about how the legal requirement for B Corp Certification applies to companies in Ireland, please contact us at info@bcorporation.eu. These are the corporate structures that have the following amendment language for their legal requirement for certification:

1.1 [The purpose of the Partnership is to promote the success of the Partnership for the benefit of the Partners and, through the carrying out of the business and the operations of the Partnership, to have a material positive impact on society and the environment, taken as a whole.]1 OR [In carrying out its [Purpose] through its business and operations and in pursuing its commercial objectives, the Partnership shall create a material positive impact on society and the environment taken as a whole.]2 1.2 Each of the Partners [and the Manager] agree and acknowledge that he or she will act in such way that he or she considers, in good faith, most likely to promote the success of the Partnership in achieving the [objects/Purpose] set out in [paragraph 1.1] above, and in doing so shall have regard (amongst other matters) to: 1.2.1 the interests of the Partners; 1.2.2 the likely consequences of any decision in the long term; 1.2.3 the interests of the Partnership's employees; 1.2.4 the need to foster the Partnership's business relationships with suppliers, customers and others; 1.2.5 the impact of the Partnership’s operations on the community and the environment; 1.2.6 the desirability of the Partnership maintaining a reputation for high standards of business conduct; and 1.2.7 the need to act fairly as between Partners, (together, the matters referred to above shall be defined for the purposes of this clause as the Stakeholder Interests). 1.3 Each of the Partners [and each Manager] shall be under a duty to act in the way he or she considers, in good faith, most likely to promote the success of the Partnership and neither a Partner [nor the Manager] shall be required to regard the benefit of any particular Stakeholder Interests or group of Stakeholder Interests as more important than any other. 1.4 Nothing in this clause express or implied, is intended to or shall create or grant any right or any cause of action to, by or for any person (other than the Partners).

Footnotes 1 To be included where Partnership Agreement does not have a pre-existing purpose clause setting out the purpose/primary business objective of the Partnership. 2 To be included as a sub-clause to the main purpose where the Partnership Agreement has a pre-existing purpose clause setting out the purpose/primary business objective of the Partnership. 3 Language in brackets only required where the partnership has an external manager appointed under the terms of the Partnership Agreement. 4 Reference to be updated to refer to main purpose clause as needed. 5 Language only required where the partnership has an external manager appointed under the terms of the Partnership Agreement.


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