Unlimited Company

John

There are example Articles of Assoc for Limited Companies on Companies House website, but does anyone know where I could find a download of Articles for an Unlimited Company.
I have a Ltd Co which i would like to change to Un Ltd and this is one of the requirements.

Guest

Surely you have a client who trades via a limited company who now wishes to either sole trade or form a partnership.
The company will still exist though.

deanshepherd

No. An UnLtd is still a corporate entity it just doesn't offer any protection for the shareholders.

Very rare but gaining in popularity in certain circles as you do not have to file accounts at all (unless you are a subsidiary).

I believe GlaxoSmithkline Services are one of the largest unlimited companies.

In answer to your question, I would search for an unlimited company at Companies House and download the mem and arts.

John

UnLtd Co

Thanks for your response and you are right in what you say. However I've looked and can't find a small UnLtd Co on the website - do you know of anyone smaller than Glaxo Smithcline ?

farmergiles

This link gives an explanation of an unlimited company but I can't find any reference to Mems & Articles.
www.ukcorporator.co.uk/guidance/G62a.php
Unlimited liability
This form of company (often referred to as an 'unlimited company') is a quite rare type of company formation. Every member of an unlimited company is, in the event of its winding up, jointly and severally liable for all the obligations of the company (Insolvency Act 1986 sections 74 and 75) and is therefore in this respect in the same position as a partner in a partnership. An unlimited company would usually only be appropriate if the company will merely be used to hold land or other investments and will not trade as such. It may be a useful vehicle where incorporation is necessary or desirable and one or more of the following applies:




1. it is proposed that the company will operate in a field where limited liability is frowned upon;


2. it is important to maintain secrecy in relation to the company's financial affairs;


3. the risk of insolvency is minimal;


4. it is thought that a reduction in the company's share capital may become desirable (in this regard an unlimited company may reduce its capital at will, provided there is power to do so in its articles of association, without requiring the sanction of the court).


An unlimited company may be suitable, for example, as a service company for a professional firm i.e. in circumstances where limited liability is not vital but perpetual succession is important.

An important privilege enjoyed by an unlimited company is that it is not required to deliver copies of its annual accounts and reports to the Registrar of Companies provided it meets certain conditions directed at ensuring that it is not a subsidiary or parent of an undertaking which is limited - section 254 of the Companies Act 1985.

An unlimited company may or may not have a share capital. (This follows from section 1(1) and section 1(2)(a) and (b) of the Companies Act 1985). If a company has no share capital, a member may resign or terminate his, her or its membership only if the memorandum or articles so provide, and only in the events and in accordance with the conditions set out therein. (The articles of association which UKcorporator will provide for you, will permit termination of membership on seven clear days' notice to the company.)

Kind regards
Peter

farmergiles

This may also be of interest:-

I intend to register a new unlimited company under the Companies Act 2006 - how does this affect me?
There will not be a separate set of model articles for unlimited companies. These types of company are relatively rare and often have very specific needs that do not justify a standardised approach. Also, whereas model articles for limited companies can act as default articles, they cannot for unlimited companies.

Unlimited companies formed under the Companies Act 2006 are nonetheless advised to take into account the following points when drawing up their articles of association:

• There should not be a provision within the articles for the liability of the members to be limited; and
• Consideration should be given to the inclusion of an article containing power for an unlimited company by special resolution to increase or consolidate share capital, subdivide or cancel shares or reduce share capital and any share premium account.
www.berr.gov.uk/bbf/co-act-2006/.../page38503.html

Kind regards
Peter

deanshepherd

John wrote: »

Thanks for your response and you are right in what you say. However I've looked and can't find a small UnLtd Co on the website - do you know of anyone smaller than Glaxo Smithcline ?

Go to Companies House web check and type 'unlimited' into the search box. it comes up with hundreds of them.

(Use 'enhanced index' rather than 'alpha'.)

John

Thanks Dean