By Andrew Lambe, 30th Jan 2018
When the new consolidated Companies Bill was first published earlier this decade, it was interesting to note the new and renovated company types that were to be introduced. The updated Private Limited Company (LTD), which has no objects clause and can have a single director has been a big success and luckily didn’t end up being called a CLS (Company Limited by Shares) as was originally proposed. The CLS suffix would have required every Private Limited Company in Ireland on the register to change its name, so it was a relief that common sense prevailed in the end.
The Private Unlimited Company has been around a long time, however, accounts for just 2% of all companies in Ireland. They have been mainly utilised to avoid public disclosure of accounts, turnover and profitability, and an increase in the registration of same had been noted in the last few years. However, the new Companies (Accounting) Act 2017 is expected to reduce the numbers of companies exploiting this filing loophole. When it was commenced on the 1st June 2015, The Companies Act 2014 expanded unlimited companies into 3 different types:
- ULC- A private unlimited company with a share capital
- PULC- A public unlimited company without a share capital
- PUC- A public unlimited company with a share capital
The ULC is the same as the traditional Private Unlimited Company. The overriding feature of unlimited companies is the absence of the protection of limited liability for its members. Should the company ever enter an involuntary liquidation, its members are liable on an unlimited basis for any debts of the company that cannot be discharged from the company’s assets.
The main difference between a Private Unlimited Company and a Public Unlimited Company (PUC or PULC) is that a Public Unlimited Company may, in certain circumstances, admit debt securities to trading or listing on any market (section 1248, CA 2014).
On examination of CRO records last week, it appears that these companies have not been embraced or utilised. There are only THREE PUC companies on the register, and NO PULC’s. The PUC companies on the register are as follows:
- CORK DIOCESAN TRUSTEES PUBLIC UNLIMITED COMPANY
- THE ROSS DIOCESAN TRUSTEES PUBLIC UNLIMITED COMPANY
- RACE POINT III CLO PUBLIC UNLIMITED COMPANY
Race Point III CLO is a Central Bank regulated financial entity that has recently issued a prospectus. It was incorporated in 2005 and is a subsidiary of a Delaware-incorporated LLC. It is unclear from the joint website of the Diocese of Cork & Ross as to why these company types were being used. Cork Diocesan Trustees is a particularly old company, having registered in 1940 under The Companies (Consolidation) Act 1908.
For more information on Unlimited Companies, or should you have a requirement to register an Unlimited Company in Ireland, please don’t hesitate to contact us.
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