knowledge | 31 March 2017 |

Unlimited Companies – Naming Exemption To Go

The Companies (Accounting) Bill 2016 (the “Bill”) was debated and passed by the Dáil last week. The Bill proposes to amend the Companies Act 2014 and one of the amendments debated last week could, if enacted, affect how Irish unlimited companies use their names.

Current law

The Companies Act 2014 (the “Act”) introduced a requirement that an unlimited company must use the words “unlimited company” (or the Irish equivalent) in its name. This requirement applies to both public and private unlimited companies. A more detailed briefing on this is available here.

The requirement applies unless the unlimited company has secured an exemption from including these words in its name under section 1237(5) of the Act. This provides that if special circumstances exist which render it, in the opinion of the Minister1, expedient to grant an exemption from use of the words, the Minister may do so.

The Bill

Last week in the Dáil it was agreed to amend the Bill so that on its enactment, the right to apply for an exemption would be removed from the Act. It appears from the debates that this proposed amendment is not intended to affect an exemption already granted under the Act. However, from enactment, no further exemption could be granted under the Act. The Bill is expected in the Seanad early next month and if this amendment is unchanged there, it will be enacted.

Action required

Once enacted, any unlimited company with an exemption from use of “unlimited company” for a specific time period will need to plan for the inclusion in its name of these words (or the inclusion of their abbreviated form such as “uc”) before that exemption expires. Unlimited companies with exemptions should also consider these in the context of future corporate restructurings.

  1. The Minister for the Department of Jobs, Enterprise and Innovation.

This document has been prepared by McCann FitzGerald LLP for general guidance only and should not be regarded as a substitute for professional advice. Such advice should always be taken before acting on any of the matters discussed.

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