Unlimited Company (ULC)
Unlimited Companies are becoming more popular here in Ireland. The main distinguishing feature is that members do not have limited liability. There are three types of unlimited company types in Ireland:
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
Unlimited Company Features
Features of the Unlimited Company include:
- It has a constitution document which includes a memorandum and articles of association.
- It has unlimited liability.
- It must have at least two directors. All directors must be over eighteen. There is no limit to the amount of members an ULC can have. When an ULC has two or more members, they may not dispense with holding an AGM.
- The name of the company must end in “Unlimited Company” or “Cuideachta Neamhtheoranta”.
Filing Requirements of An Unlimited Company
Under The Companies Accounting Act 2017 Irish registered unlimited companies which have a (direct or indirect) limited liability holding company will have to file annual accounts. This means that all unlimited companies with the following structures are required to make an annual filing with the CRO.
Designated Unlimited Companies
(a) Designated ULC’ means an ULC that at any time during the relevant financial year –
- has been a subsidiary undertaking of an undertaking which was at that time Limited,
- has had rights exercisable in respect of it by or on behalf of 2 or more undertakings which were at that time Limited, being rights which if exercisable by one of the undertakings would have made the ULC a subsidiary undertaking of it, or
- has been a holding company of an undertaking which was at that time Limited. (This came into operation on 1 January 2022 for any financial year which commences on or after that date.)
There are some specific unlimited type companies that will have different rules based on the unlimited company type they are, e.g. non-designated unlimited companies or public unlimited companies. In addition, the above will not apply to the ‘complete’ unlimited group – in other words, if all entities in a group are standard unlimited in company type then they have the option to not file.
For Example; Non designated Private Unlimited companies (ULCs) are not subject to the more stringent financial statement requirements imposed however generally an auditor’s report must be attached to the Annual Return which confirms that the auditors have audited the financial statements of the company for the relevant financial year, in accordance with sections 391/336 of the Companies Act and is included in with the report made and presented to the members. Where under the terms of section 1277(5) the company can claim an audit exemption, a non-designated ULC files a B1 – no accounts.
Public Unlimited Companies (PUC and PULC)
If the unlimited company is a public company, it must annex to its annual return the following:
- balance sheet,
- profit and loss account (or income and expenditure account),
- directors’ report,
- auditor’s report.
There must also be a general certification certifying the financial statements and reports in total to be a true copy of the financial statements and reports as laid before all members at the AGM and this must be signed by a director and the secretary.
Section 325(1)(c) and 329 do not apply to a PULC – Public Unlimited Company that has no share capital.
Should you wish to incorporate an Unlimited Company or any of the other company types available, please don’t hesitate to contact the experts at Company Bureau on +353 1 6461625 or email firstname.lastname@example.org.Contact us now for further details