Unlimited Companies

Under the terms of Part 19 Companies Act 2014, there are two types of private unlimited companies (ULCs).

1. Designated Unlimited Companies and

2. Non-designated Unlimited Companies.

Designated Private Unlimited Companies (ULCs)
The Act imposes a financial statements filing requirement on the following Designated Private Unlimited Companies (ULCs) which are defined in Section 1274 as follows:

(a) a ULC (private unlimited company) all of the members of which are-
(i) companies registered under the Companies Act 2014 limited by shares or guarantee or existing such companies
(ii) bodies not governed by the law of the State but equivalent to those referred to in (i); or
(iii) any combination of the types of bodies referred to in (i) and (ii); or

(b) an ULC (private unlimited company) all of the members of which are-
(1) unlimited companies - the membership of each of which is comprised only of bodies falling within (a) (i), (ii) or (iii) and that are governed by the laws of one or more Member States;
(2) partnerships, all the partners of which are bodies that - fall within (a) (i), (ii) or (iii) and are governed by the laws of one or more Member States;
(3) bodies governed by the laws of one or more Member States that are of a form comparable to those in subparagraph (1) or (2); or
(4) any combination of the types of bodies referred to in (b) (1) (2) or (3) or (a) (i) or (ii).

Non designated Private Unlimited companies (ULCs)

This type of private unlimited company does not come within the above categories and is not subject to the more stringent financial statements requirements imposed, on the Designated Unlimited Company type, by the Companies Act 2014. The obligations are found in section 1277 of the Companies Act 2014. Generally, an auditors report must be attached to the Annual Return (B1-auditors report) which confirms that the auditors have audited the financial statements of the company for the relevant financial year and includes within the report made,  in accordance with sections 391/336, 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 public, 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 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.

Other partnerships
As these are not bodies corporate, they are not subject to the accounts filing requirements of the Companies Act 2014. Such partnerships have no obligation to file financial statements. Limited partnerships, where all the general partners are limited companies, are obliged to return accounting documents under European Communities (Accounts) Regulations 1993 (S.I. No. 396 of 1993). This requirement also applies to general partnerships where the general partners are limited
companies.

Accounting documents include:

• balance sheet
• profit and loss account
• partners’ report
• auditor’s report

The Companies Act 2014 applies to limited partnerships. Financial statements must be certified to be true copies by two of the partners authorised by the
partners to do so and forwarded to the CRO within six months from the end of the financial year of the partnership (Reg. 20).