Private Unlimited Company (ULC)

Unlimited Companies are gaining prominence in Ireland, offering unique features distinct from their limited liability counterparts. One fundamental characteristic sets them apart—members do not enjoy limited liability protection. In Ireland, there are three primary types of unlimited companies:

1. ULC – Private Unlimited Company with a Share Capital
2. PULC – Public Unlimited Company without a Share Capital
3. PUC – Public Unlimited Company with a Share Capital

Key Features of Unlimited Companies:

1. Constitution Document: An Unlimited Company possesses a constitution document, comprising a memorandum and articles of association. This document outlines the company’s governing principles and rules.

2. Unlimited Liability: The defining feature of ULCs is unlimited liability for their members. Unlike limited companies, where liability is capped at the value of their shares, members of ULCs are personally responsible for the company’s debts, with no liability limitation.

3. Directorship: ULCs must have a minimum of two directors, all of whom must be at least eighteen years old. There is no restriction on the number of members a ULC can have. When a ULC has two or more members, holding an Annual General Meeting (AGM) becomes mandatory.

4. Name Requirement: The name of an Unlimited Company must conclude with either “Unlimited Company” or “Cuideachta Neamhtheoranta,” ensuring clarity about its legal status.

Filing Requirements for Unlimited Companies:

Under the Companies Accounting Act 2017, Irish registered unlimited companies linked to a limited liability holding company, whether directly or indirectly, are obliged to file annual accounts. This requirement applies to the following structures:

Designated Unlimited Companies: A designated ULC falls into one of these categories during the relevant financial year:

– It has been a subsidiary of a limited undertaking.
– Rights exercisable on its behalf by two or more limited undertakings have made
it a subsidiary.
– It has served as a holding company for a limited undertaking.

These provisions came into effect on January 1, 2022, for financial years commencing on or after that date. Specific unlimited company types, such as non-designated unlimited companies or public unlimited companies, may be subject to different rules. Furthermore, the ‘complete’ unlimited group, where all entities within the group adhere to the standard unlimited company type, may opt not to file.

For instance, non-designated Private Unlimited Companies (ULCs) are generally exempt from stringent financial statement requirements. However, they must attach an auditor’s report to the Annual Return, confirming compliance with relevant sections of the Companies Act. If the company qualifies for an audit exemption under section 1277(5), a non-designated ULC files a B1 form with no accompanying accounts.