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Unlimited Company In Ireland: Steps, Documentations & Characteristics

This article will discuss the steps to incorporate an unlimited company in Ireland. It further explains the characteristics and documents required for forming an unlimited company.

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Unlimited Company In Ireland

Ireland is the most rapidly growing region in Europe. The business climate is competitive and flourishing which makes the nation an ideal place to establish, expand or relocate your business. The majority of the Ireland Companies Act 2014, which replaced the prior Irish company law system, went into effect in June 2015.

unlimited company in ireland

In accordance with the law, the legislation regulating unlimited companies has been primarily transferred over to the new system despite the existence of a number of significant changes. Although the primary way to conduct business operations in Ireland is via an individual company that is limited to shares, the statistics for each year reveal that there has been an ever-increasing but gradual shift toward forming an Unlimited Company.

What is an Unlimited Company?

An unlimited company is defined as a company that does not have any restrictions on the liability of its members. If the company is ever in an involuntary liquidation process, its members are held liable in perpetuity for any company-related debts which cannot be removed from the company’s assets. 

types of unlimited company in ireland

The Companies Act in Ireland currently allows three kinds of unlimited corporations and they include:

  1. The private unlimited corporation with equity capital.
  2. The public unlimited company with capital shares. 
  3. The public unlimited corporation doesn’t need to have share capital.

How to form an Unlimited Company in Ireland?

An unlimited company in Ireland is established by submitting a registration application to the CRO. The steps for opening an unlimited company within Ireland is discussed below.

  1. Fill out the request form and submit the required papers with it. Additionally, the application form must have the signatures of the secretary, directors, and the founding members of the company.
  2. Create the constitution (articles and memorandum) and include all the particulars of the members of the firm, along with the name of the corporation. The founding members should sign the proposed business constitution themselves or on their behalf.
  3. Provide the business registration costs to the appropriate authorities.
  4. Your application will be granted once all of the supporting documentation has been carefully reviewed. After submitting your application to the CRO, you may typically form an unlimited company in Ireland within 5 working days.

Required documents for Unlimited Company in Ireland

required documents for unlimited company in ireland
  • The application form A1 for the company’s registration
  • The firm’s constitution.
  • Prepared minutes of the directors’ meeting
  • Certificates of shares issued by the business
  • Certificate of registration of names

Characteristics of an Irish Unlimited Company

  • The Irish unlimited company’s members are not protected against limited liability.
  • An unlimited company’s registered title must start with the words “Unlimited Company” or its Irish equivalent, “Cuideachta Neamhtheoranta.”
  • A limited company must be governed by at least two directors
  • One of the directors could be a company secretary for the company.
  • UCs will be governed by a constitution with two documents, made up of a memorandum, as well as the articles of association
  • Audit exemptions are available to unlimited businesses.

Changing a Limited Company's registration to an Unlimited Company

Limited Company located in Ireland can be changed to become an Unlimited Company. All that is needed is a special resolution and the majority approval of all the corporation’s members.

Following that, a re-registration application form D6 is required to be completed and signed by all directors, secretaries, and company members. It should be with a copy of audited financial statements for the company covering at least three months before the date of the application to register again.

The re-registration of a restricted liability company to become an unlimited corporation and the corresponding changes to the name of the business and constitution are effective upon the date of the incorporation certificate upon the day of re-registration. In the wake of the re-registration process, the company will, in addition, have to change its name in its official office as well as other business locations and on its notepapers and other documents, and adopt a new seal for the company with the new name of the company.

Read More: Best Business Opportunities in Ireland

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Conclusion

Unlimited Companies are growing in popularity in Ireland.  The major characteristic that sets it apart is the absence of limited liability for members. There must be a minimum of two directors. The number of participants in a ULC is unrestricted. A ULC that has two or more members is required to hold an AGM.

If you’re looking to establish an unlimited company in Ireland, consult Odint Consultancy. We are here to help you. 

FAQ’s

The Companies Accounting Act, 2017.

  • There must be at least two directors for Unlimited Companies.
  • The number of members a ULC may have is unrestricted.
  • The company’s name must conclude with either “Unlimited Company” or “Cuideachta Neamhtheoranta.”
  • For purposes of confidentiality, entrepreneurs incorporate an unlimited company. 
  • Although an unlimited corporation must submit an annual report, it may occasionally be exempt from submitting supplemental financial documents. As a result, the corporation’s financial situation is not made publicly known.

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