Ireland · The DAC, the guarantee company, unlimited companies and re-registration
Unlimited companies: the three types, the constitution, capital, membership and financial statements
the Companies Act 2014 · sections 1228, 1232 to 1234, 1237, 1238, 1240, 1242, 1248, 1250 to 1254, 1256 to 1259, 1270, 1272 and 1277
Three unlimited company types exist and the public ones cannot list securities on any market
The Act recognises three unlimited types and they are not interchangeable. Irrespective of the type of unlimited company a company constitutes, its name must comply with section 1228(2). The market restriction applies to the public types: section 68 applies to a PUC and a PULC as if the subsection set out in section 1248 were substituted, so neither may apply for, nor have, securities admitted to trading or listed on any market, whether regulated or not, in the State or elsewhere, apart from the debentures the substituted subsection excepts.
Membership numbers matter for a PULC in the same way as for a CLG. Where a PULC has increased the number of its members beyond the registered number, it must act within 15 days after the date on which the increase was resolved on or took place, as section 1259(4) requires. Alteration of the objects follows the pattern of the other types: notice to debenture holders under section 1242(3), not less than 10 days' notice where the written resolution route is used (section 1242(4)), and the filing under section 1242(6)(a) where no application is made under section 1241.
Sections 1228 to 1277 set the rules for unlimited companies and members carry unlimited liability
Sections 1228 and 1232 to 1234 govern the three types of unlimited company, the requirement of activity in the State and the form of the constitution. Sections 1237, 1238, 1240 and 1242 govern names, misleading trading names, capacity and the alteration of the objects clause.
Sections 1248 and 1250 to 1254 govern share capital, its variation and the transfer of securities. Sections 1256 to 1259, 1270, 1272 and 1277 govern the directors, the membership of a PULC and the financial statements. Members of an unlimited company have no limit on their liability, so the financial statement and filing duties are read against a different risk from those of a limited company.
The system generates your ComplianceSME company passport and then walks you through the working files
Working files 161, 162, 163 and 164 of the IE-COMPANY agent toolkit cover this situation. Working file 161 works through the three types, the activity requirement and the form of the constitution. Working file 162 works through names, misleading trading names and capacity. Working file 163 works through share capital, variation and the transfer of securities, including the market restriction. Working file 164 works through the directors, the membership of a PULC and the financial statements.
- Working file 161 · Unlimited companies: the three types, activity in the State and the form of the constitution
- Working file 162 · Unlimited companies: names, misleading trading names and capacity
- Working file 163 · Unlimited companies: share capital, variation and transfer of securities
- Working file 164 · Unlimited companies: directors, membership of a PULC and financial statements
Free, with a free account
The working files above open from your ComplianceSME account at no charge, and so does the rest of the Companies Act 2014 toolkit: 215 working files across the 75 situations a company registered in Ireland can be in. Working file 1 runs first and builds the company passport; after that you open each working file as its situation arises.
A working file runs in Claude. You ask the ComplianceSME connector for it in a dedicated premium seat on the Claude Team plan. It asks one question at a time, then returns the document the Companies Act 2014 names, citing the Act's section at every step. Nothing is downloaded and nothing is installed.
The report stays yours, ready for a bank, an insurer, a customer or an inspector. Your dashboard shows every working file and its state.
Open this working fileComplianceSME tracks the Companies Act 2014 and updates the toolkit on your account through the Compliance Complete account, so that you are never working from a superseded version. Compliance Complete