Formation of an Unlimited Company
An Unlimited company (ULC) is a company which does not impose any limits on the liability of its members/shareholders.
Therefore, in the event of the company winding up, the members total assets would be liable for any debts which the company may have. (This liability extends to the full amount of members’ personal estates after their having met personal debts).
Accordingly, this type of company is usually set up in circumstances where the risk associated with unlimited liability is deemed small or manageable.
Under certain circumstances, an unlimited company (ULC) does not have to file accounts with the Companies Registration Office (CRO).
However, the Act imposes an accounts filing requirement on the following Designated Private Unlimited Companies (ULCs):
(a) an 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);
(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).
Where an unlimited company falls within either of the above two categories, the body is subject to the requirements of Part 6 of the Companies Act 2014 in regards to the filing of financial statements.
Rather, their obligations are found in section 1277 of the Companies Act 2014. Unless the company qualifies for audit exemption, an auditors report must be attached which confirms that the auditors have audited the financial statements of the company for the relevant financial year and includes within it the report to made in accordance with sections 391/336 to the members.
In the case where audit exemption applies, then no accounts/report needs to be attached to the annual return.
Other points of interest in relation to an unlimited company are that:
- (a) An unlimited company can convert to a limited company in the future if it so wishes.
- (b) An unlimited company which processes a transfer of shares must do so by executing a Stock Transfer deed rather than a Stock Transfer Form.
Preparation of Forms
In order to avail of the Companies Office fast incorporation scheme, we will need the attached questionnaire to be completed and returned to us (this can be returned by email/fax or post).
Once we receive same, we can prepare all the necessary forms and forward to you for signature.
When we receive these forms back, along with payment of the relevant fees, we will compile the incorporation papers and then lodge them with the CRO.
We will then write to you confirming this, and send you a copy of the Constitution which we have drafted on your behalf.
Providing that all the documents are in order the company will be incorporated in one to five working days from the date which they are received in our offices. (This is guaranteed by CRO.)
When this happens, we will immediately contact you by telephone, e-mail or fax and give you the Registered Number and the Date of Incorporation.
At this point we prepare, what we call your “Company Package”. This consists of
- The Original Certificate of Incorporation
- Draft Minutes of the inaugural Meeting of Directors
- Four Bound Copies of the Constitution of the company
- Share Certificates
- Combined Company Register and Minute Book – fully written up.
- Company Seal
- Guidance Booklet on Duties of Directors
- Guidance Booklet on Role of Company Secretary
- First Return Form fully completed and ready for signature by the director and secretary of the company.
These items are all you need to open bank accounts, register for VAT, obtain Domain Names, and generally activate the company.