The rules pertaining to unlimited companies are to be found in Part 19 of the Act.
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).
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.
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.
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.