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Changes to the filing rules for Unlimited Companies in 2022

  • Ireland
  • Corporate secretarial services

26-10-2021

What changes are coming?

Despite the Companies (Accounting) Act 2017 (the “2017 Act”) being in force for several years, certain aspects of the legislation are yet to be commenced, one of which is a subsection of Section 78 which is to introduce certain changes to the exemptions available to unlimited companies relating to their statutory filings.

Section 78(2)(a)(iii) of the 2017 Act requires that an unlimited company, regardless of where it is domiciled, that is a holding company of a limited liability subsidiary, will fall under the ever expanding classification of a “Designated Unlimited Company” and will be required to file financial statements with the Companies Registration Office (CRO).

Under current legislation, a Designated Unlimited Company is one that is a subsidiary of a limited liability undertaking, or one, all of whose shares are held by a limited liability undertaking.

Under Section 78 of the 2017 Act, a limited liability undertaking includes limited companies and limited partnerships or undertakings which are not governed by the law of the state, but are comparable to a limited company or a limited partnership.

So, what if an Unlimited Company in your group falls under this New Classification?

Unlimited companies currently enjoying the advantage of non-designated status should examine their group structures to determine whether they will be subject to the new filing rules. They should also consider the benefits, if any, of retaining unlimited liability status on an ongoing basis.

These new rules will apply to unlimited companies that fall under this new classification for financial years commencing on or after 1 January 2022.

If you have any questions relating to these new rules, Eversheds Sutherland, have a highly skilled company secretarial team who can provide assistance and advice on this and on all aspects of company law and corporate governance.

We will also continue to keep you abreast of changes and updates in company law that may affect your company.

If your company or its officers require assistance with any of their statutory obligations, our experienced company secretarial team is on hand to assist.

For more information, please contact

Liam Boyle, Head of Company Secretarial

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