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Private unlimited company

This is a relatively unusual type of organisation. There are approximately 4,900 registered unlimited companies in the UK (Companies House statistics 2009/10). It has a separate legal personality but not limited liability. (see Companies Act 2006 s. 3(4) and Insolvency Act 1986 s.74. Because it is subject to registration under and many of the formalities of the Companies Act, but without the benefit of limited liability, it is unlikely to be appropriate for trading except in special circumstances.

C. Hoare & Co (UK company number 00240822) is a noteable example of an unlimited company. It is England's oldest privately owned bank founded in 1672 by Sir Richard Hoare.

Compared to a partnership or sole trader status, its advantages are:
Separate legal personality
It may have a share capital whereby investors may acquire shares in the company and shares may be transferred

Disadvantages are:
It is subject to the registration and filing requirements of the Companies Act (but need not file accounts unless part of a limited company group)
As a separate legal person, it is subject to separate tax regime (although this may be a tax advantage; see Should I run my business through a limited company?)

Compared with a limited company, an unlimited company’s advantages are:
Exemption from filing accounts at Companies House (unless it is part of a limited company group).
May reduce its share capital without special formalities.
The disadvantage is obviously the lack of limited liability of its shareholders who will all be jointly and severally liable to contribute to the company.

How to set up an unlimited company:
The process is much the same as in the case of a limited company.
However there are no model articles of association for un limited companies; it will be necessary to adopt bespoke articles.

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Sole trader
Private unlimited company
Legal personality
Limited liability partnership
Limited partnership
Private limited company
Should I run my business through a    limited company?
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