Unlimited company

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An unlimited company or private unlimited company is a hybrid company (corporation) incorporated with or without a share capital (and similar to its limited company counterpart) but where the legal liability of the members or shareholders is not limited: that is, its members or shareholders have a joint and several non-limited obligation to meet any insufficiency in the assets of the company to enable settlement of any outstanding financial liability in the event of the company's formal liquidation.

Contents

Characteristics

The joint and several non-limited liability of the members or shareholders of such an unlimited company to meet any insufficiency in the assets of the company (to settle its outstanding liabilities if any exist) applies only upon the formal liquidation of the company. Therefore, prior to any such formal liquidation of the company, any creditors or security holders of the company may have recourse only to the assets of the company, not those of its members or shareholders.

Until such an event occurs (formal liquidation), an unlimited company is similar to its counterpart—the limited company, in which its members or shareholders have no direct liability to the creditors or security holders of the company during its normal course of business or existence.

Unlimited companies are found in the United Kingdom, Ireland, Hong Kong, Pakistan, Nigeria, India, Australia, New Zealand and other jurisdictions where the company law is derived from English law. They can also be found in Germany, France, Macao, Czech Republic and in three jurisdictions in Canada (Alberta, British Columbia, and Nova Scotia), where they are called unlimited liability corporations. In the United Kingdom, the "private unlimited company" is formed or incorporated by registration under the Companies Act 2006, [1] of which there are a few thousand such companies on the register, similar in volume to the public limited company, but in contrast to the millions of private limited companies registered. [2]

An unlimited company has the benefit and status of incorporation, the same as its limited company counterpart. Situations for which an unlimited company will be preferred to an alternative business model or its limited company counterpart include these:

Once formed or incorporated, an unlimited company can, in some jurisdictions, also re-register and designate itself to limited company status at any time with few formalities, the same also extending to a limited company, which may at any time re-register and designate itself to unlimited company status.

Examples

United Kingdom

An unlimited company in most jurisdictions is not required under company law to add or state the word Unlimited or its abbreviations (Unltd., Ultd., UC or ULC) at the ending of its legal company name, making its formation status not easily recognisable without first reviewing its certificate of incorporation or government registry status. As of March 2022, 10,890 unlimited companies were incorporated in the UK and listed in the publicly available Companies House database. [4]

Notable examples in the United Kingdom include the following:

The directors of an unlimited company are not generally required to file annual accounts. [8]

Ireland

In Ireland, local subsidiaries of a number of American companies have registered as private unlimited companies, enabling them to shield their finances from public disclosure, media and competitor analysis. [9] [10] Janssen Pharmaceutical, a subsidiary of its US parent company Johnson & Johnson, re-registered as an unlimited company to avoid the requirement to file annual financial accounts at the Companies Registration Office (CRO) of Ireland, thereby effectively also protecting a portion of Johnson & Johnson's financial information. [9] A number of Irish European Union subsidiaries of Apple Inc. did the same, such as Apple Sales International and Apple Retail Europe, [11] [12] as have a number of other Irish European Union subsidiaries of American companies, such as Etsy, Google, Dropbox, LinkedIn and Airbnb Ireland UC. [10]

Other regions

Some other global trading companies such as Mobil Producing Nigeria Unlimited (a subsidiary of Exxon Mobil) and Texaco Overseas (Nigeria) Petroleum Company Unlimited (part of the merged Chevron and Texaco petroleum conglomerates) exist in Nigeria, amongst others. In the USA, another example is the American Express Company, which once was a publicly traded unlimited liability company, re-incorporating itself with limited liability company status only in 1965.

Related Research Articles

<span class="mw-page-title-main">Public limited company</span> Publicly traded limited liability company

A public limited company is a type of public company under United Kingdom company law, some Commonwealth jurisdictions, and the Republic of Ireland. It is a limited liability company whose shares may be freely sold and traded to the public, with a minimum share capital of £50,000 and usually with the letters PLC after its name. Similar companies in the United States are called publicly traded companies. Public limited companies will also have a separate legal identity.

<span class="mw-page-title-main">Joint-stock company</span> Business entity owned by shareholders

A joint-stock company is a business entity in which shares of the company's stock can be bought and sold by shareholders. Each shareholder owns company stock in proportion, evidenced by their shares. Shareholders are able to transfer their shares to others without any effects to the continued existence of the company.

<span class="mw-page-title-main">Incorporation (business)</span> Legal process to create a new corporation

Incorporation is the formation of a new corporation. The corporation may be a business, a nonprofit organization, sports club, or a local government of a new city or town.

<span class="mw-page-title-main">Limited company</span> Type of business entity

In a limited company, the liability of members or subscribers of the company is limited to what they have invested or guaranteed to the company. Limited companies may be limited by shares or by guarantee. In a company limited by shares, the liability of members is limited to the unpaid value of shares. In a company limited by guarantee, the liability of owners is limited to such amount as the owners may undertake to contribute to the assets of the company, in the event of being wound up. The former may be further divided in public companies and private companies. Who may become a member of a private limited company is restricted by law and by the company's rules. In contrast, anyone may buy shares in a public limited company.

<span class="mw-page-title-main">Liquidation</span> Winding-up of a company

Liquidation is the process in accounting by which a company is brought to an end. The assets and property of the business are redistributed. When a firm has been liquidated, it is sometimes referred to as wound-up or dissolved, although dissolution technically refers to the last stage of liquidation. The process of liquidation also arises when customs, an authority or agency in a country responsible for collecting and safeguarding customs duties, determines the final computation or ascertainment of the duties or drawback accruing on an entry.

Companies House is the executive agency of the British Government that maintains the register of companies, employs the company registrars and is responsible for incorporating all forms of companies in the United Kingdom.

<span class="mw-page-title-main">Corporate law</span> Body of law that governs businesses

Corporate law is the body of law governing the rights, relations, and conduct of persons, companies, organizations and businesses. The term refers to the legal practice of law relating to corporations, or to the theory of corporations. Corporate law often describes the law relating to matters which derive directly from the life-cycle of a corporation. It thus encompasses the formation, funding, governance, and death of a corporation.

<span class="mw-page-title-main">Limited liability</span> Business structure where shareholders cannot owe more than their stake in a venture

Limited liability is a legal status in which a person's financial liability is limited to a fixed sum, most commonly the value of a person's investment in a corporation, company or joint venture. If a company that provides limited liability to its investors is sued, then the claimants are generally entitled to collect only against the assets of the company, not the assets of its shareholders or other investors. A shareholder in a corporation or limited liability company is not personally liable for any of the debts of the company, other than for the amount already invested in the company and for any unpaid amount on the shares in the company, if any, except under special and rare circumstances permitting "piercing the corporate veil." The same is true for the members of a limited liability partnership and the limited partners in a limited partnership. By contrast, sole proprietors and partners in general partnerships are each liable for all the debts of the business.

A privately held company is a company whose shares and related rights or obligations are not offered for public subscription or publicly negotiated in their respective listed markets. Instead, the company's stock is offered, owned, traded or exchanged privately, also known as 'over-the-counter'. Related terms are unlisted company, unquoted company and private equity.

<span class="mw-page-title-main">Proprietary company</span> Type of business entity

A proprietary company, the characteristic of which is abbreviated as "Pty", is a form of privately held company in Australia, Namibia and South Africa that is either limited or unlimited. However, unlike a public company there are, depending on jurisdiction, restrictions on what it can and cannot do.

<i>Salomon v A Salomon & Co Ltd</i> UK landmark company law case

Salomon v A Salomon & Co Ltd[1896] UKHL 1, [1897] AC 22 is a landmark UK company law case. The effect of the House of Lords' unanimous ruling was to uphold firmly the doctrine of corporate personality, as set out in the Companies Act 1862, so that creditors of an insolvent company could not sue the company's shareholders for payment of outstanding debts.

<span class="mw-page-title-main">Company</span> Association or collection of individuals

A company, abbreviated as co., is a legal entity representing an association of legal people, whether natural, juridical or a mixture of both, with a specific objective. Company members share a common purpose and unite to achieve specific, declared goals.

<span class="mw-page-title-main">Companies Act 2006</span> British statute

The Companies Act 2006 is an act of the Parliament of the United Kingdom which forms the primary source of UK company law.

There are many ways in which a business may be owned under the legal system of England and Wales.

<span class="mw-page-title-main">Public float</span> Portion of shares of a corporation that are in the hands of public investors

In the context of stock markets, the public float or free float represents the portion of shares of a corporation that are in the hands of public investors as opposed to locked-in shares held by promoters, company officers, controlling-interest investors, or governments. This number is sometimes seen as a better way of calculating market capitalization, because it provides a more accurate reflection of what public investors consider the company to be worth. In this context, the float may refer to all the shares outstanding that can be publicly traded.

<span class="mw-page-title-main">Private company limited by shares</span> Type of business entity

A private company limited by shares is a class of private limited company incorporated under the laws of England and Wales, Hong Kong, Northern Ireland, Scotland, certain Commonwealth jurisdictions and the Republic of Ireland. It has shareholders with limited liability and its shares may not be offered to the general public, unlike those of a public limited company.

<span class="mw-page-title-main">British Virgin Islands company law</span>

The British Virgin Islands company law is the law that governs businesses registered in the British Virgin Islands. It is primarily codified through the BVI Business Companies Act, 2004, and to a lesser extent by the Insolvency Act, 2003 and by the Securities and Investment Business Act, 2010. The British Virgin Islands has approximately 30 registered companies per head of population, which is likely the highest ratio of any country in the world. Annual company registration fees provide a significant part of Government revenue in the British Virgin Islands, which accounts for the comparative lack of other taxation. This might explain why company law forms a much more prominent part of the law of the British Virgin Islands when compared to countries of similar size.

<span class="mw-page-title-main">Cayman Islands company law</span> National economic law

Cayman Islands company law is primarily codified in the Companies Law and the Limited Liability Companies Law, 2016, and to a lesser extent in the Securities and Investment Business Law. The Cayman Islands is a leading offshore financial centre, and financial services form a significant part of the economy of the Cayman Islands. Accordingly company law forms a much more prominent part of the law of the Cayman Islands than might otherwise be expected.

Anguillan company law is primarily codified in three principal statutes:

  1. the International Business Companies Act ;
  2. the Companies Act ; and
  3. the Limited Liability Companies Act.

References

  1. Section 3, restating section 1(2) of the Companies Act 1985: "Where there is no limit on the liability of the company's members, a company is an "unlimited company".
  2. "Companies House (United Kingdom). Yearly statistics on company incorporations and dissolutions, and the total size of the register: Companies register activities 2016-17 spreadsheet".
  3. "Filing your company's accounts". GOV.UK.
  4. "Search results - Advanced company search - Find and update company information - GOV.UK". find-and-update.company-information.service.gov.uk. Retrieved 2022-03-11.
  5. As of 4 October 2013 re-registered to "private limited company" status, and the company name changed to Jaguar Land Rover Holdings Limited
  6. "COUTTS & COMPANY overview - Find and update company information - GOV.UK". find-and-update.company-information.service.gov.uk.
  7. "THE OFFICE OF DAVID CAMERON overview - Find and update company information - GOV.UK". find-and-update.company-information.service.gov.uk.
  8. Companies Act 2006, section 448
  9. 1 2 Carswell, Simon (16 August 2008). "Janssen move keeps financial affairs private". The Irish Times . Archived from the original on 23 April 2011. Retrieved 28 November 2016.
  10. 1 2 "Artisan goods marketplace Etsy taps secret Irish tax haven". The Irish Times. 14 August 2015. Retrieved 30 September 2017.
  11. "Apple firm re-registers as unlimited company". ThePost.ie. The Sunday Business Post. 16 July 2006. Archived from the original on 24 September 2008. Retrieved 3 October 2008.
  12. "Apple paid $36m tax on $7.11bn profits at Irish unit". The Irish Times. 7 March 2014. Retrieved 30 September 2017.