Changes to the filing obligations of unlimited companies

The Companies (Accounting) Act 2017 introduces changes to the filing obligations of unlimited companies

The ability of Irish unlimited companies (ULCs) to avail of an exemption from filing their financial statements publicly with the Companies Registration Office (CRO) has been restricted under the 2017 Act. Previously, Irish unlimited companies whose membership was made up of a combination of EEA and non-EEA limited and unlimited entities could enjoy limited liability protection without having to disclose their financial information publicly.

The Companies Act 2014 introduced the concept of designated and non-designated unlimited companies. Designated ULCs were companies having a membership comprised of limited or unlimited liability entities governed by the law of one or more Member States. This still allowed Irish ULC’s to avail of the exemption from filing financial statements.

Under the 2017 Act, the definition of a designated ULC been expanded so that Irish ULCs that are subsidiaries of limited liability entities regardless of where those entities are domiciled are now obliged to file their financial statements publicly. This has effectively abolished the traditional non-filing structures.

Unlimited companies should be aware that in filing their financial statements, the comparative figures for the previous financial year will have to be disclosed also.

Where an Irish unlimited company does not have any limited liability protection, then it is still possible in that instance to avail of the exemption from filing financial statements. Further, as unlimited companies can now avail of audit exemption, if it is the case that the company has no limited liability protection and is availing of audit exemption, all that is submitted to the CRO is the annual return.

Effective date of the changes
The 2017 Act applies to financial years commencing on or after 1 January 2017. However, Irish ULCs that are holding companies of limited liability subsidiaries will only come within the scope of the 2017 Act for financial years commencing on or after 1 January 2022.

Our team would be delighted to discuss with you any queries that you may have in relation to this or any other aspect of your corporate compliance requirements. Please do not hesitate to contact our Company Secretarial Department or any of your normal contacts in the firm.