Filing Requirements for Unlimited Liability Companies

Posted in CRO, Good Advice

Filing requirements for unlimited liability companies (ULC) are now coming into effect in the Companies Registration Office (CRO).

Designated Companies

Section 1274 of the Companies (Accounting) Act 2017 requires that some designated unlimited liability companies file their Financial Statements (including group accounts if applicable)  with the CRO for accounting periods commencing on or after 1 January 2022.

An ULC that has been a holding company of an undertaking which was at that time limited must file Financial Statements. This applies regardless of the size of the group as Section 1274 does not have an exclusion clause so filing Financial Statements is compulsory.

But Section 1230 of the Companies Act 2014 allows such designated groups where they are private ULCs to claim audit exemption provided they comply with the small company conditions.

Non-Designated Companies

Companies known as non-designated ULCs under Section 1274 of the Companies (Accounting) Act 2017 that do not have any limited liability subsidiaries and whose direct and indirect shareholders do not comprise solely of limited liability undertakings will continue to be exempt from the requirement to file Financial Statements.

But they must file an auditor’s report attached to the Annual Return which confirms that the auditors have audited the Financial Statements of the company for the relevant financial year in accordance with Sections 336 and 391 of the Companies Act 2014.

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