Unlimited Company Ireland: Avoid Filing Financial Statements

What is an Unlimited Company in Ireland

An Unlimited Company in Ireland operates much like a regular private company limited by shares but is gaining popularity. It must use the suffix "Unlimited Company" (ULC). Unlike a Limited company, shareholders in an Unlimited Company do not enjoy limited liability, exposing their personal assets to risk in case of insolvency. This type of company requires an objects clause in its constitution, limiting its trading activities to those specified in the clause. AGM requirements can be dispensed with only for single-member companies, unlike Limited Companies. Additionally, an Unlimited Company can opt not to submit financial statements under certain circumstances, offering greater confidentiality compared to a Limited Company.

Types of Unlimited Companies in Ireland

There are three types of Unlimited Company in Ireland:

1. Private Unlimited Company (ULC) with a share capital
2. Public Unlimited Company (PULC) without a share capital
3. Public Unlimited Company (PUC) with a share capital

What are the requirements of an Unlimited Company?

An Unlimited Company must adhere to the following requirements:

1. It must have a minimum of two Company Directors.
2. It must appoint at least one Company Secretary.
3. It should have at least one Shareholder.
4. It must include an objects clause in its Constitution.

What are the Filing Requirements of An Unlimited Company?

As per the Companies Accounting Act 2017, Irish registered unlimited companies linked to a limited liability holding company, whether directly or indirectly, are obligated to submit annual accounts. Therefore, all unlimited companies with such structures must make an annual filing with the CRO

What is a 'pure' Unlimited Company in Ireland?

Under Section 1274, so-called 'non-designated' Unlimited Companies (ULCs) without any limited liability subsidiaries and whose direct and indirect shareholders do not solely comprise limited liability undertakings will remain exempt from filing their financial statements.

In simpler terms, if a company is a 'pure' unlimited company with no ultimate protection of limited liability in its group structure, it can still be eligible for the exemption from submitting financial statements.

However, these companies will be required to file an auditor's report along with the Annual Return, confirming that the auditors have conducted an audit of the company's financial statements for the relevant financial year in accordance with sections 336 and 391.

Can you still have Limited Liability and not have to file accounts?

In certain circumstances, this might be possible. It is worth noting that this involves complex offshore structures and is both time-consuming and expensive.  We are happy to discuss what are the available options open to you, get in contact with us using the form below: