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 following Unlimited Companies are subject to the requirements to the preparation and filing of
Financial Statements (financial years beginning after 1 January 2017):

Designated ULC’ means—

(a) an ULC that at any time during the relevant financial year—

(i) has been a subsidiary undertaking of an undertaking which was at that time limited,
(ii) 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
(iii) has been a holding company of an undertaking which was at that time limited ****

(b) an ULC which is a credit institution or an insurance undertaking or the holding company of a credit institution or an insurance undertaking,

(c) an ULC, all of the members of which are—

(i) companies limited by shares or by guarantee,
(ii) unlimited companies, each of whose members is a limited company,
(iii) partnerships which are not limited partnerships, each of whose members is a limited company,
(iv) limited partnerships, each of whose general partners (within the meaning of the Limited Partnerships Act 1907) is a limited company, or
(v) any combination of the types of bodies referred to in the preceding subparagraphs of this paragraph and paragraph (a), or

(d) an ULC, the direct or indirect members of which comprise any combination of ULCs and bodies referred to in paragraph (c) such that the ultimate beneficial owners enjoy the protection of limited liability.

References to a limited company, an unlimited company, a partnership or a limited partnership shall include references to a body which is not governed by the law of the State but which is comparable to such a limited company, an unlimited company, a partnership or a limited partnership, as may be appropriate.

References to an undertaking being limited at a particular time are references to an undertaking (under whatever law established), the liability of whose members at that time is limited. ‘general partner’ has the same meaning as it has in the Limited Partnerships Act 1907; ‘limited partnership’ means a partnership to which the Limited Partnerships Act 1907 applies;

**** References to (A)(iii) shall come into operation on 1 January 2022 for any financial year which commences on or after that date.

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). 

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For financial years older than those beginning 1st January 2017:

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).