Skip to main content
Beauchamps Close
Back

Beauchamps
  • About us
    • About Beauchamps
    • Client service
    • Core values
    • Corporate social responsibility
    • History
    • Knowledge management
    • Partnerships
  • Our People
  • Our services

    Practice Areas

    • Banking & Finance
    • Commercial Property
    • Company Secretarial
    • Construction
    • Corporate & Commercial
    • Corporate Governance & Company Compliance
    • Crisis Management
    • Data Protection & Freedom of Information
    • Employment & Benefits
    • Energy & Natural Resources
    • EU, Competition & Procurement
    • Insolvency & Corporate Restructuring
    • Insurance & Professional Indemnity
    • Inward Investment
    • Litigation & Dispute Resolution
    • Medical Negligence and Personal Injury*
    • Mergers & Acquisitions
    • Planning & Environmental

    Sectors

    • Brexit
    • Charities & Not For Profit
    • Energy & Natural Resources
    • Family Business
    • Financial Services
    • Food & Agri
    • Healthcare
    • Housing
    • Real Estate
    • Retail
    • Sport
    • Technology & Communications
    View All Services
  • What's new
    • Beauchamps - proud sponsor of and official legal adviser to Leinster Rugby
    • Brexit Update
    • Doing business in Ireland
    • General Data Protection Regulation
    • The Companies Act 2014
    • Covid-19 Updates
  • Join us
    • Why join Beauchamps?
    • Current opportunities
    • Legal professionals
    • Business support
    • Intern & trainee programmes
Contact Search
Search Menu
Beauchamps
Search Menu
What's new

Private Unlimited Companies under the Companies Act 2014

12 Nov 2015

Breadcrumb

  1. Home
  2. What's new
  3. Publication

Share

The rules pertaining to unlimited companies are to be found in Part 19 of the Companies Act 2014 (the Act). We look at these rules in detail below.

Name

The name of the unlimited company must now end in the words “unlimited company”, which (after registration) can be abbreviated to u.c. (or uc), or “cuideachta neamhtheoranta”, which can be abbreviated to c.n. (or cn).

Constitution

The constitution of an unlimited company will consist of a memorandum and articles of association. The existing memorandum and articles of association of an unlimited company shall, unless they are inconsistent with a mandatory provision in the Act, continue in force and references to any provision of the prior Companies Acts shall be read as references to the corresponding provisions of the Act.  Clearly this could lead to confusion and interpretation issues and it is recommended that unlimited companies make any changes to their articles of association as are necessary to ensure they are consistent with the Act.

Transition Period  

During the Transition Period (the period commencing 1 June 2015 and ending on 30 November 2016) an existing unlimited company may omit the words “unlimited company” etc., unless it has filed a revised constitution (simply changing its name to include the words “unlimited company”) in the Companies Registration Office (CRO). At the end of the Transition Period and even if it has not filed a revised constitution, it shall be deemed to have changed its name by the addition of the relevant words and the CRO will issue a revised certificate of incorporation.

Upon changing its name, or at the end of the Transition Period, the unlimited company will need to make changes to its stationery, website, company seal etc. as well as notify all relevant third parties, such as banks, registration authorities etc.

New provisions 

The following are some of the new provisions in the Act applying to unlimited companies:

  • any reserve arising on a reduction of share capital shall be distributable (previously there were restrictions on this)

  • the rule that distributions may only be made from distributable reserves no longer applies to unlimited companies

  • an unlimited company may have only one member (previously had to have two – many group companies have nominee shareholders to fulfil this requirement)

  • an unlimited company having one member may dispense with the holding of an annual general meeting

About the author

Shaun O'Shea

Partner

About Shaun

Shaun is a partner and head of our corporate & commercial team. Shaun works closely with Irish and international business clients across a wide spectrum of industry sectors - including technology, healthcare & life sciences, retail, and hospitality – advising on the full range of business law issues that arise.

Shaun has broad expertise in mergers and acquisitions, corporate finance, corporate restructuring, joint ventures, inward investment and general commercial matters.

Beauchamps

Related Services

Practice Areas

    Corporate & Commercial
Beauchamps

Our Location

Riverside Two

Sir John Rogerson's Quay

Dublin 2, D02 KV60

Ireland, DX No. 63

General Enquiries

T: +353 (0) 1 418 0600

F: + 353 (0) 1 418 0699

E: info@beauchamps.ie

  • Cookie Policy
  • Disclaimer
  • Accessibility
  • Sitemap
  • Contact
  • Privacy
Website by Strata3