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An unlimited company or private unlimited company is a hybrid
company A company, abbreviated as co., is a Legal personality, legal entity representing an association of people, whether Natural person, natural, Legal person, legal or a mixture of both, with a specific objective. Company members share a common pu ...

company
(
corporation A corporation is an organization—usually a group of people or a company—authorized by the State (polity), state to act as a single entity (a legal entity recognized by private and public law "born out of statute"; a legal person in legal ...

corporation
) incorporated with or without a share capital (and similar to its
limited company In a limited company, the liability of members or subscribers of the company A company, abbreviated as co., is a Legal personality, legal entity representing an association of people, whether Natural person, natural, Legal person, legal or ...
counterpart) but where the
legal liability In law Law is a system A system is a group of Interaction, interacting or interrelated elements that act according to a set of rules to form a unified whole. A system, surrounded and influenced by its environment, is described by its b ...
of the members or
shareholder A shareholder (in the United States often referred to as stockholder) of a corporation is an individual or legal entity (such as another corporation, a body politic, a Trust law, trust or partnership) that is registered by the corporation as the ...
s 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 Liquidation is the process in accounting by which a company A company, abbreviated as co., is a Legal personality, legal entity representing an association of people, whether Natural person, natural, Legal personality, legal or a mixture o ...
.


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 The United Kingdom of Great Britain and Northern Ireland, commonly known as the United Kingdom (UK) or Britain,Usage is mixed. The Guardian' and Telegraph' use Britain as a synonym for the United Kingdom. Some prefer to use Britain as shorth ...

United Kingdom
,
Ireland Ireland ( ; ga, Éire ; Ulster Scots dialect, Ulster-Scots: ) is an island in the Atlantic Ocean, North Atlantic. It is separated from Great Britain to its east by the North Channel (Great Britain and Ireland), North Channel, the Irish Sea ...

Ireland
,
Hong Kong Hong Kong (; , ), officially the Hong Kong Special Administrative Region of the People's Republic of China (HKSAR), is a city A city is a large human settlement.Goodall, B. (1987) ''The Penguin Dictionary of Human Geography''. London: Pe ...

Hong Kong
,
Pakistan Pakistan, . Pronounced variably in English as , , , and . officially the Islamic Republic of Pakistan, is a country in South Asia. It is the world's List of countries and dependencies by population, fifth-most populous country, with a popul ...

Pakistan
,
Nigeria Nigeria (), officially the Federal Republic of Nigeria, is a country in West Africa West Africa or Western Africa is the westernmost region of . The defines Western Africa as the 17 countries of , , , , , , , , , , , , , , , and as we ...

Nigeria
,
India India, officially the Republic of India (Hindi Hindi (Devanagari: , हिंदी, ISO 15919, ISO: ), or more precisely Modern Standard Hindi (Devanagari: , ISO 15919, ISO: ), is an Indo-Aryan language spoken chiefly in Hindi Belt, ...

India
,
Australia Australia, officially the Commonwealth of Australia, is a Sovereign state, sovereign country comprising the mainland of the Australia (continent), Australian continent, the island of Tasmania, and numerous List of islands of Australia, sma ...

Australia
,
New Zealand New Zealand ( mi, Aotearoa ''Aotearoa'' (; commonly pronounced by English English usually refers to: * English language English is a West Germanic languages, West Germanic language first spoken in History of Anglo-Saxon Engl ...

New Zealand
and other
jurisdiction Jurisdiction (from Latin Latin (, or , ) is a classical language A classical language is a language A language is a structured system of communication Communication (from Latin ''communicare'', meaning "to share" or "to be i ...
s where the
company law Corporate law (also known as business law or enterprise law or sometimes company law) is the body of law Law is a system A system is a group of Interaction, interacting or interrelated elements that act according to a set of rules t ...
is derived from
English law English law is the common law In law, common law (also known as judicial precedent or judge-made law, or case law) is the body of law created by judges and similar quasi-judicial tribunals by virtue of being stated in written opinions. ''Blac ...
. They can also be found in
Germany ) , image_map = , map_caption = , map_width = 250px , capital = Berlin Berlin (; ) is the Capital city, capital and List of cities in Germany by population, largest city of Germany by both area and population. Its 3,769,495 inh ...

Germany
,
France France (), officially the French Republic (french: link=no, République française), is a transcontinental country This is a list of countries located on more than one continent A continent is one of several large landmasses ...

France
,
Macao Macau or Macao (; ; ; ), officially the Macao Special Administrative Region of the People's Republic of China (MSAR), (RAEM) is a city A city is a large human settlement.Goodall, B. (1987) ''The Penguin Dictionary of Human Geography''. London: ...

Macao
,
Czech Republic The Czech Republic, also known by its short-form name Czechia and formerly known as Bohemia, is a landlocked country in Central Europe. It is bordered by Austria to the south, Germany to the west, Poland to the northeast, and Slovakia to ...
and in three jurisdictions in
Canada Canada is a country in the northern part of North America North America is a continent A continent is any of several large landmasses. Generally identified by convention (norm), convention rather than any strict criteria, ...

Canada
(
Alberta ("Strong and free") , image_map = Alberta in Canada 2.svg , Label_map = yes , coordinates = , official_lang = English , capital = Edmonton Edmonton ( ) is the capital ...

Alberta
,
British Columbia ( en, Splendour without diminishment) , image_map = British Columbia in Canada 2.svg , Label_map = yes , coordinates = , official_lang = None , Slogan = Beautiful British C ...

British Columbia
, and
Nova Scotia ) , image_map = Nova Scotia in Canada 2.svg , Label_map = yes , coordinates = , official_lang = English (''de facto'') , RegionalLang = French, Scots Gaelic , capital ...

Nova Scotia
), where they are called
unlimited liability corporation An unlimited liability corporation (ULC) is a Canadian corporation A corporation is an organization—usually a group of people or a company—authorized by the state to act as a single entity (a legal entity recognized by private and public ...
s. In the
United Kingdom The United Kingdom of Great Britain and Northern Ireland, commonly known as the United Kingdom (UK) or Britain,Usage is mixed. The Guardian' and Telegraph' use Britain as a synonym for the United Kingdom. Some prefer to use Britain as shorth ...

United Kingdom
, the "private unlimited company" is formed or incorporated by registration under the
Companies Act 2006 The Companies Act 2006 (c 46) is an Act of the Parliament of the United Kingdom The Parliament of the United Kingdom is the of the , the and the . It alone possesses and thereby ultimate power over all other political bodies in the ...
, of which there are a few thousand such companies on the register, similar in volume to the
public limited company A public limited company (legally abbreviated to PLC or plc) is a type of public company A public company, publicly traded company, publicly held company, publicly listed company, or public limited company is a company whose ownership is or ...
, but in contrast to the millions of
private limited companies A private limited company is any type of business entity in Privately held company, "private" ownership used in many jurisdictions, in contrast to a Public company, publicly listed company, with some differences from country to country. Examples ...
registered. 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: * secrecy concerning financial affairs is desired, effectively shielding and protecting its financial affairs from public, media and
competitor analysis Competitive analysis in marketing Marketing is the process of intentionally stimulating demand for and purchases of goods and services; potentially including selection of a target audience; selection of certain attributes or themes to emphas ...
, making them non-public information, including shareholder
dividend A dividend is a distribution of profit Profit may refer to: Business and law * Profit (accounting), the difference between the purchase price and the costs of bringing to market * Profit (economics), normal profit and economic profit * Profit ...

dividend
payments: a United Kingdom unlimited company, unlike its limited company counterpart, is by the very nature of its legal liability generally not required to publish or make public its company
financial statements Financial statements (or financial reports) are formal records of the financial activities and position of a business, person, or other entity. Relevant financial information is presented in a structured manner and in a form which is easy to un ...
(file its annual financial accounts at
Companies House Companies House is the United Kingdom's registrar of companies and is an executive agency and trading fund of Government of the United Kingdom, Her Majesty's Government, falling under the remit of the Department for Business, Energy and Industr ...
). * the company is active or trading in an area where limited liability is not acceptable, vital or practical, but
perpetual succession In company law Corporate law (also known as business law or enterprise law or sometimes company law) is the body of law governing the rights, relations, and conduct of persons, companies, organizations and business Business is the ac ...
is important. * extending, in general, a greater assurance and confidence to
creditor A creditor or lender is a party 300px, '' Hip, Hip, Hurrah!'' (1888) by Peder Severin Krøyer, a painting portraying an artists' party in 19th century Denmark A party is a gathering of people who have been invited by a host A host is ...

creditor
s and trade
financial transaction A financial transaction is an agreement Agreement may refer to: Agreements between people and organizations * Gentlemen's agreement, not enforceable by law * Trade agreement, between countries * Consensus, a decision-making process * Contract, ...
s, in contrast to its limited company counterpart. * there is a low risk of insolvency for creditors. * the company or its trading activities has or generates sufficient capital, funds or financing without need to approach general lenders such as high-street retail banks. * developing more advantageous company and business capital strategies in an ever-increasing irreversible trend of bank
disintermediation Although Webvan failed in its goal of disintermediating the North American supermarket">North_America.html" ;"title="Webvan failed in its goal of disintermediating the North America">Webvan failed in its goal of disintermediating the North Americ ...
by companies and their management. * a focused higher standard of
board of directors A board of directors is a group of people who jointly supervise the activities of an organization An organization, or organisation (Commonwealth English The use of the English language English is a West Germanic languages, W ...
and
executive management Senior management, executive management, upper management, or a management team is generally a team A team is a group of individuals (human or non-human) working together to achieve their goal A goal is an idea of the future or desired r ...
behaviour (or probity) and
business model
business model
for
risk management Risk management is the identification, evaluation, and prioritization of risk In simple terms, risk is the possibility of something bad happening. Risk involves uncertainty Uncertainty refers to Epistemology, epistemic situations involving ...

risk management
. * a
flow-through entity A flow-through entity (FTE) is a legal entity In law Law is a system A system is a group of Interaction, interacting or interrelated elements that act according to a set of rules to form a unified whole. A system, surrounded and in ...
is required for United States federal tax purposes, under the entity classification rules. 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

The 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 incorporationA certificate of incorporation is a legal document/license relating to the formation of a company A company, abbreviated as co., is a Legal personality, legal entity representing an association of people, whether Natural person, natural, Legal pe ...

certificate of incorporation
or government registry status. Notable examples in the United Kingdom include these: * the UK
subsidiary A subsidiary, subsidiary company or daughter company is a company (law), company owned or controlled by another company, which is called the parent company or holding company. Two subsidiaries that belong to the same parent company are called sis ...
of the international retail clothing group
C&A C&A is a Belgian-German-Dutch chain of fast-fashion retail clothing stores, with European head offices in Vilvoorde, Belgium, and Düsseldorf, Germany. It has retail stores in many European countries. It serves only the largest markets of Asia ...

C&A
(UK company number 00524665) *
Land Rover Land Rover is a British brand of predominantly four-wheel drive Four-wheel drive, also called 4x4 ("four by four") or 4WD, refers to a two-axled vehicle drivetrain The drivetrain, also frequently spelled as drive train, or sometimes ...

Land Rover
(UK company number 04019301), formerly an unlimited company until 4 October 2013 * GlaxoSmithKline Services Unlimited (UK company number 01047315) part of
GlaxoSmithKline plc
GlaxoSmithKline plc
*
The Equitable Life Assurance Society The Equitable Life Assurance Society (Equitable Life), founded in 1762, is a life insurance Life insurance (or life assurance, especially in the Commonwealth of Nations A commonwealth is a traditional English term for a political community fo ...
(UK company number 00037038) *
Credit Suisse International
Credit Suisse International
(UK company number 02500199), the United Kingdom investment banking arm of Credit Suisse * the publishing company of British author
Ian McEwan Ian Russell McEwan, (born 21 June 1948) is an English novelist A novelist is an author An author is the creator or originator of any written work such as a book A book is a medium for recording information Information can be ...
(UK company number 07473219) * C. Hoare & Co (UK company number 00240822), England's oldest privately owned bank *
Coutts & Co Coutts & Co. is a private bank Private banks are banks owned by either the individual or a general partner(s) with limited partner(s). Private banks are not incorporation (business), incorporated. In any such case, creditors can look to both ...
(UK company number 00036695), a private bank incorporated in 1692 and now part of
NatWest Group NatWest Group plc is a majority state-owned British British may refer to: Peoples, culture, and language * British people The British people, or Britons, are the citizens of the United Kingdom of Great Britain and Northern Ireland, th ...
* The Office of David Cameron (UK company number 10421190), a company for the business affairs of the former UK Prime Minister
David Cameron David William Donald Cameron (born 9 October 1966) is a British politician, businessman, Lobbying, lobbyist, and author who served as Prime Minister of the United Kingdom from 2010 to 2016. He was Member of Parliament (United Kingdom), Memb ...
(since 15 April 2020, was incorporated in 2016 as a private limited company)


Republic of Ireland

In the
Republic of Ireland Ireland ( ga, Éire ), also known as the Republic of Ireland ('), is a country A country is a distinct territorial body or political entity A polity is an identifiable political entity—any group of people who have a collective id ...

Republic of Ireland
, local subsidiaries of a number of
American American(s) may refer to: * American, something of, from, or related to the United States of America, commonly known as the United States The United States of America (USA), commonly known as the United States (U.S. or US), or America, is ...

American
companies have registered as private unlimited companies, enabling them to shield their finances from public disclosure, media and
competitor analysis Competitive analysis in marketing Marketing is the process of intentionally stimulating demand for and purchases of goods and services; potentially including selection of a target audience; selection of certain attributes or themes to emphas ...
. Janssen Pharmaceutical, a subsidiary of its US parent company
Johnson & Johnson Johnson & Johnson (J&J) is an American multinational corporation founded in 1886 that develops medical devices, pharmaceuticals, and consumer packaged goods. Its common stock is a component of the Dow Jones Industrial Average and the company ...
, 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. A number of Irish
European Union The European Union (EU) is a political and economic union of member states that are located primarily in Europe Europe is a which is also recognised as part of , located entirely in the and mostly in the . It comprises the wester ...

European Union
subsidiaries of
Apple Inc. Apple Inc. is an American multinational Multinational may refer to: * Multinational corporation, a corporate organization operating in multiple countries * Multinational force, a military body from multiple countries * Multinational state, ...
did the same, such as Apple Sales International and Apple Retail Europe, as have a number of other Irish European Union subsidiaries of American companies, such as
Etsy Etsy, Inc. is an American e-commerce company focused on handicraft, handmade or Vintage (design), vintage items and craft supplies. These items fall under a wide range of categories, including jewelry, bags, clothing, home décor and furniture, t ...
,
Google Google LLC is an American multinational Multinational may refer to: * Multinational corporation, a corporate organization operating in multiple countries * Multinational force, a military body from multiple countries * Multinational stat ...

Google
, Dropbox,
LinkedIn LinkedIn () is an American business- and employment-oriented online service that operates via websites and mobile apps. Launched on May 5, 2003, the platform is primarily used for professional networking and career development, and allows job se ...
and
Airbnb Airbnb, Inc. (pronounced and stylized as airbnb) operates an online marketplaceAn online marketplace (or online e-commerce marketplace) is a type of e-commerce website where product or service information is provided by multiple third par ...

Airbnb
Ireland UC.


Other regions

Some other global trading companies such as Mobil Producing Nigeria Unlimited (a subsidiary of
Exxon Mobil Exxon Mobil Corporation, stylized as ExxonMobil, is an American Multinational corporation, multinational List of oil exploration and production companies, oil and gas corporation headquartered in Irving, Texas. It is the largest direct descenda ...
) and Texaco Overseas (Nigeria) Petroleum Company Unlimited (part of the merged
Chevron Chevron (often relating to V-shaped patterns) may refer to: Science and technology * Chevron (aerospace), sawtooth patterns on some jet engines * Chevron (anatomy), a bone * ''Eulithis testata'', a moth * Chevron (geology), a fold in rock laye ...
and
Texaco#REDIRECT Texaco Texaco, Inc. ("The Texas Company") is an American oil subsidiary of Chevron Corporation. Its flagship product is its fuel "Texaco with Techron". It also owns the Havoline motor oil brand. Texaco was an independent company until ...

Texaco
petroleum conglomerates) exist in Nigeria, amongst others. In the USA, another example is the
American Express Company The American Express Company (Amex) is a multinational corporation, multinational financial services corporation headquartered at 200 Vesey Street in the Financial District (Manhattan), Financial District of Lower Manhattan in New York City. Th ...
, which once was a publicly traded unlimited liability company, re-incorporating itself with limited liability company status only in 1965.


References

{{reflist Types of business entity