Unlimited Companies

The Companies Act, 2014 provides for  three types of unlimited companies: private unlimited company (ULC), public unlimited company (PUC), and public unlimited company with no share capital (PULC). The Act applies general provisions to these companies, with variations specified in Part 19. An unlimited company must have at least two directors, and the Act disallows the provision for a sole director.

Formation and registration require compliance with regulations, including submission of constitutions and confirmation of intent to carry out activities in Ireland. Existing unlimited companies continue under the 2014 Act, with provisions from previous legislation applicable unless inconsistent.

Constitution requirements involve a memorandum and articles of association, outlining company details and membership obligations. Amendments to the memorandum require restatement and registration with the Companies Registration Office (CRO).

Unlimited companies must use specific suffixes in their names, and contravention is considered an offence. They have broad capacity, limited only by their stated objectives. Alterations to objects require special resolution, subject to court and Registrar notification.

Members of a PULC are defined, with procedures for resignation and voting outlined. Upon winding up, both present and past members are liable to contribute to asset shortfalls.

Designated ULCs must comply with financial reporting obligations, with expanded definitions under the 2017 Act to prevent evasion. Designation criteria include membership structures and subsidiary relationships. The legislation aims to align with EU directives and prevent filing obligation avoidance.

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