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
Where the problem is
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.
What the Companies Act 2014 requires
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 tool that solves it
Files 161, 162, 163 and 164 of the IE-COMPANY package cover this situation. File 161 works through the three types, the activity requirement and the form of the constitution. File 162 works through names, misleading trading names and capacity. File 163 works through share capital, variation and the transfer of securities, including the market restriction. File 164 works through the directors, the membership of a PULC and the financial statements.
This situation is covered by these files from the pack IE-COMPANY
- File 161 · Unlimited companies: the three types, activity in the State and the form of the constitution
- File 162 · Unlimited companies: names, misleading trading names and capacity
- File 163 · Unlimited companies: share capital, variation and transfer of securities
- File 164 · Unlimited companies: directors, membership of a PULC and financial statements
Files for this situation
Free · this situation only
The working files named above cover this situation. You take them from your free ComplianceSME account when this situation arises, and you come back to the site for the next situation.
You take the starter pack first: PRINT_ME_FIRST.pdf, the training file T_TRAIN, the four volumes of the reference file T_HELP, and File 1, which builds the ENTITY_PASSPORT.md that the other files require. The situations open in your account once you have taken the starter pack.
Take the files for this situationThe free system
Free · with a free account
The ComplianceSME system for the Companies Act 2014 is free. It needs a free ComplianceSME account. It is engineered for Claude and runs in a dedicated Claude account. It holds 215 working files. You take the starter pack first, and after that the files for one situation at a time, as each situation arises.
The starter pack holds PRINT_ME_FIRST.pdf, the training file T_TRAIN, the four volumes of the reference file T_HELP, and File 1, which builds the ENTITY_PASSPORT.md that every other working file requires. Print PRINT_ME_FIRST.pdf and read it before any other file.
The system is engineered for Claude and runs in a dedicated Claude account. Upload the files, type START, and the system asks you one question at a time until it has built your documentation, citing the section at every point.
Take the starter packComplianceSME tracks the Companies Act 2014 and issues update files through the membership, so that you are never working from a superseded version. Membership
- Re-registering as another type of company
- Forming a public limited company and the trading certificate
- PLC share issues, payment and non-cash consideration
- Disclosing an interest in a PLC's shares
- A PLC acquiring its own shares and making a distribution
- The PLC board, serious loss of capital and other PLC requirements
- A merger involving a public limited company
- A division involving a public limited company
- The traded PLC: general meetings and shareholder rights
- Shareholder identification, intermediaries, institutional investors and proxy advisors
- Remuneration policy, related party transactions and the corporate governance statement
- External companies: registering an Irish branch
- Registering an existing body or joint stock company as a company
- Public offers of securities and the minimum subscription
- Investment companies, umbrella funds and migration
- Foreign insolvency judgments, partnership size limits and signing by credit institutions
- Reports on payments to governments
- The statutory audit regime and public-interest entities
- Sustainability reporting and its assurance
- Schedule 3: the balance sheet and profit and loss formats
- Schedule 3: accounting principles, historical cost and fair value
- Schedule 3: the notes to the accounts
- Schedule 4: consolidating the group financial statements
- The small companies regime: Schedules 3A and 4A