Section 1274 of Companies Act 2014 states that for a ULC other than a designated ULC, the financial statements of the ULC do not need to be filed with the CRO. Within Section 1274 is a definition of a designated ULC.
Section 78 of Companies (Accounting) Act 2017 has amended and broadened the existing definition in Section 1274 which has effectively brought certain entities which previously escaped the requirement to file financial statements into the filing requirements. See Appendix I for the full definition of a Designated ULC.
In simple terms what this means is that the where any members of a ULC either above it or below it has limited liability at any time during the period for which the financial statements were prepared, then the financial statements of the ULC must be filed with the CRO. When looking at this one also needs to consider potential rights which are exercisable even if not exercised.
Prior to this change it was possible for certain non-filing structures as detailed in diagram 1 below to be set up which meant that the Irish ULC did not have to file the financial statements as it did not come within the remit of the definition of a designated ULC (the IOM (isle of Man) ULC was not an EU ULC – existing definition only referred to EU country) but still the ultimate parent company (ULC Irish Parent) and the Irish ULC (ULC Trade Ireland) enjoyed the protection of limited liability as there was an Irish Limited company inserted between the Isle of Man/non-EU companies and the ULC Irish Parent.