Legal
Irish registered unlimited companies which have a (direct or indirect) limited liability holding company or subsidiary company.
Under existing law, non-filing ULCs are unlimited companies with at least one member that is:
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an unlimited liability entity (an unlimited company, or partnership whose partners have no limit on their liability) formed under the laws of a jurisdiction outside the European Economic Area, even where the ultimate shareholders of that entity themselves have limited liability; or
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an individual.
Under the draft new law, the following entities come within the filing requirement:
(a) An unlimited company that at any time during the relevant financial year:
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has been a subsidiary undertaking of an undertaking (being an Irish or non-Irish body corporate, partnership or unincorporated body of persons engaged for gain in the production, supply or distribution of goods, the provision of services or the making or holding of investments) which was at that time limited;
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has had rights exercisable in respect of it by or on behalf of 2 or more undertakings which were at that time limited, being rights which if exercisable by one of the undertakings would have made the unlimited company a subsidiary undertaking of it; or
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has been a holding company of an undertaking which was at that time limited.
(b) An unlimited company which is a credit institution or an insurance undertaking or holding company of a credit institution or an insurance undertaking.
(c) An unlimited company, all of the members of which are:
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companies limited by shares or by guarantee (Irish or non-Irish);
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unlimited companies (Irish or non-Irish), each of whose members is a limited company (Irish or non-Irish);
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partnerships (Irish or non-Irish) which are not limited partnerships, each of whose members is a limited company (Irish or non-Irish);
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limited partnerships (Irish or non-Irish), each of whose general partners is a limited company (Irish or non-Irish); or
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any combination of the entities in (a) and (c).
(d) An unlimited company, the direct or indirect members of which comprise any combination of unlimited companies and bodies referred to in (c) above such that the ultimate beneficial owners enjoy the protection of limited liability.
By Robert O'Shea & Pat English of Matheson.