Unlimited FICs
Keep the accounts off the public register, if you accept unlimited liability.
A limited family investment company files its accounts at Companies House for anyone to read. An unlimited company may not have to. Here is how that works, and what you give up in return.
Why privacy matters to families
Most people are comfortable with a limited company's accounts being public when the company is a shop or a software business. A family investment company is different. Its accounts can show the size of the family's investments and whether the parents have lent money. Newspapers, neighbours, children's future partners and business contacts can all read them.
That is why some families ask about an unlimited family investment company. It is a company that does not give its members the protection of limited liability, and in return may be able to keep its accounts off the public register.
What the law says
Under section 448 of the Companies Act 2006, the directors of an unlimited company need not deliver accounts to Companies House if, at no time in the period, the company was, to its knowledge:
- a subsidiary of a limited undertaking;
- under the joint rights of two or more limited undertakings; or
- the parent of a limited undertaking.
The exemption does not apply to banking or insurance companies (or parents of such groups), or where every member is a limited company, or certain unlimited companies or partnerships whose members are limited companies.
So an unlimited FIC owned by individuals, with no limited subsidiaries, can keep its accounts off the public register. A FIC that owns a limited subsidiary loses the exemption, even if the subsidiary is a small trading company.
- 1The parents form the company and lend it cash (or subscribe for shares). The loan stays in their estate at face value.
- 2The company invests. Interest, rent and gains are taxed at 25%; most dividends it receives are exempt.
- 3Growth accrues to the children's shares, outside the parents' estates, while the parents keep control.
Limited and unlimited compared
| Limited FIC | Unlimited FIC | |
|---|---|---|
| Accounts at Companies House | Filed and public | Not delivered, if section 448 is met |
| Members' liability | Limited to the unpaid amount on their shares | No upper limit if the company cannot pay its debts |
| Corporation tax | Same rules | Same rules |
| Share classes, trust, control | Same | Same |
| Directors, PSCs, confirmation statement | Public | Still filed and public |
| Owning a limited trading subsidiary | Fine | Loses the accounts exemption |
The trade-off
The cost of privacy is unlimited liability. If the company could not pay its debts on a winding up, its members could be called on to contribute without a cap. For an investment company funded mainly by shareholder loans and with no borrowing, that risk is usually remote. It is not nil, and it grows with borrowing, personal guarantees or property with a mortgage.
It also matters who the members are:
- Parents already stand behind their loans and shares, so the added exposure is often small if the company is conservative.
- A discretionary trust holding shares puts the trustees in the position of members. They may be exposed in respect of the trust fund, which many trustees will not accept.
- Children, particularly young adults, may become exposed to risks they did not choose. Gifting unlimited shares to a child with no capacity to bear that is not something we do lightly.
We do not recommend unlimited liability unless the family understands and accepts it.
When an unlimited FIC may make sense
- The family has strong privacy concerns and the portfolio is substantial.
- The company will hold investments without borrowing, funded by shareholder loans.
- The members are parents and adult children who understand the position.
- There is no limited trading subsidiary in the structure.
- Any trust holding shares can accept the exposure, or the trust is not a member.
When it usually doesn't
- The company will own property with a mortgage or give guarantees.
- A discretionary trust is a shareholder and the trustees will not accept the exposure.
- The family wants the FIC to own a limited trading company.
- The main goal is protecting wealth from divorce or bankruptcy, which unlimited status doesn't help.
What stays public, and what stays the same
Not delivering accounts does not make the company invisible. The register at Companies House still shows who the directors are and where the company is registered, and the company must still make its other filings, including the PSC information and the confirmation statement. Assume the identity of the people who run and control the company will be public. We map exactly what appears before you decide.
Nothing about the tax changes. A company that mainly holds a portfolio is normally a close investment-holding company taxed at 25% on its taxable profits, and most dividends it receives are exempt. The company still prepares accounts and still files a corporation tax return. Share classes, the discretionary trust, control and the shareholders' agreement are all designed in the same way. See running a family investment company and corporation tax on a FIC.
Other ways to keep things private
An unlimited company is only one tool. Others include:
- holding shares through a trustee so that children are not shareholders in their own names (though the trust must register, and trustees can appear on the PSC register);
- keeping the investment company separate from any trading company, so the rules do not interact;
- thinking carefully about what is in the accounts, for example how loans are described;
- from 1 April 2028, planned changes will require small limited companies to file a profit and loss account, with an opt-out from publication still to be confirmed. Privacy for limited companies may change.
We are open about the limits. Privacy is not the same as secrecy.
How to decide
- Map the structure. Who will be members, including any trust, and will the company own or be owned by a limited company?
- Test the liability. Will the company borrow, give guarantees or hold property with a mortgage? If so, think again.
- Decide how much privacy you need. Compare it with the other tools on this page, and with what stays public anyway.
- Consider the trustees and the children. Check whether they understand and accept the exposure.
- Take advice on the documents. The articles and shareholders' agreement should reflect the choice and the reasons for it.
Some families decide on a limited company, usually because of a trust shareholder or because they want the flexibility to own a trading company later. Others decide privacy matters most and accept the trade-off. Either is a reasonable answer, and we will tell you plainly which we think suits your family.
How we help
We help you weigh privacy against liability, draw the structure chart and decide whether limited or unlimited fits your family. If it is unlimited, we make sure the structure is arranged to keep the exemption, including how any trading company or trust is held. If it is not, we explain what will be public and how to minimise it. We design every structure from a blank piece of paper, and advice is led by a Chartered Tax Adviser. We respond the same working day.
FAQs
Frequently asked questions
What is an unlimited family investment company?
It is a family investment company registered as an unlimited company, not a company limited by shares. It works in the same way day to day, with directors, share classes and investments. The difference is that, if the company cannot pay its debts, its members can be called on to contribute without a cap on the amount. In return, it may be able to keep its accounts off the public register.
Why would a family choose an unlimited company?
Privacy. A limited company must file its accounts at Companies House, where anyone can read them. An unlimited company that meets the conditions in section 448 of the Companies Act 2006 does not have to deliver accounts to Companies House, so the size of the family's portfolio is not on public view. Families who value discretion, particularly with larger sums, sometimes find that worth the trade-off.
Does an unlimited company have to file accounts at Companies House?
Not if it meets the section 448 conditions. The directors need not deliver accounts if, at no time in the period, the company was a subsidiary of a limited undertaking, under the joint rights of two or more limited undertakings, or the parent of a limited undertaking. The exemption doesn't apply to banking or insurance companies, or where every member is a limited company.
When does an unlimited FIC lose the accounts exemption?
When it owns, or is owned by, a limited undertaking. If the unlimited company holds shares in a limited trading company and is its parent, the exemption is lost. It is also lost if it is a subsidiary of a limited company, or if every member is a limited company. A family investment company holding a trading subsidiary through a limited company therefore usually can't use it.
What does unlimited liability mean for the shareholders?
If the company were wound up and its assets did not cover its debts, the members could be required to contribute to the shortfall, with no upper limit in the way a limited company's members are limited to the unpaid amount on their shares. In practice a well-run investment company without borrowing rarely reaches that point, but the exposure is real and must be understood before deciding.
Would the trustees of a family trust be exposed in an unlimited FIC?
Potentially. A trustee who holds shares in an unlimited company is a member, and the liability that comes with membership can fall on the trustees, with a call on the trust fund. This is a real consideration in a blended structure, where a discretionary trust is a shareholder. We would look at it carefully with you and the trustees before recommending an unlimited company.
Can an unlimited company with a limited trading subsidiary still keep its accounts private?
Not under section 448. An unlimited company that is the parent of a limited undertaking loses the exemption, so it must deliver accounts. Families who want privacy and a trading subsidiary sometimes keep the trading company separate from the investment company, or look at other ways of holding, such as using a trust. We would map the group before suggesting anything.
Is an unlimited family investment company taxed differently?
No. There is no special tax regime for family investment companies, and an unlimited company is taxed under the ordinary company rules. A company mainly holding a portfolio of investments is normally a close investment-holding company, paying corporation tax at 25% on its taxable profits, and most dividends it receives are exempt. The choice between limited and unlimited is about privacy and liability, not tax.
What information about an unlimited FIC is still public?
The section 448 exemption is about delivering accounts. It does not switch off the public register. Information such as the company's name, registered office, directors and people with significant control, and the confirmation statement, are still filed. You should assume the register will show who runs it and who controls it. We help you work out exactly what stays public before you decide.
Does an unlimited company still prepare accounts?
Yes. Not delivering accounts to Companies House is not the same as not preparing them. The company still needs proper accounting records and accounts for its members and for tax purposes, and its corporation tax return goes to HMRC. The saving is public disclosure, not accounting work. Your accountant still has a role in preparing the company's figures.
Can a limited family investment company be changed to unlimited later?
In some cases a company can re-register as unlimited, but it generally needs the agreement of all its members, and it changes their liability position permanently. Because a trust or a minor may be among the members, it is usually better to decide at the outset. Ask us before assuming it can be done simply.
Is an unlimited FIC riskier if it borrows or owns property?
Yes, because borrowing and property increase the chance of a shortfall, and members stand behind the company's debts. A family investment company that is funded by shareholder loans and holds a diversified portfolio carries less of this risk than one with a mortgage or a guarantee. We usually advise against combining unlimited liability with significant borrowing.
Do banks and investment platforms accept unlimited companies?
Many do, but some providers are less familiar with them and ask more questions about the members and the liability position. It is worth confirming with the platform, the custodian or the lender before relying on an unlimited company. If the structure is to hold property, a lender is likely to examine who stands behind the company.
Does a trust help keep family wealth private without an unlimited company?
Partly. Shares held by trustees mean the individual children are not shareholders in their own name, but information about the trustees and others can still appear on the PSC register, and the trust must be registered on the Trust Registration Service. A limited company with a trust shareholder still files public accounts. Privacy is a spectrum, and we help you decide what level you need.
Is an unlimited FIC suited to a blended FIC with a trust?
Sometimes, but the trustees' exposure needs to be understood. In a blended structure a discretionary trust holds shares alongside the family. If the company is unlimited, the trustees are members and could face a call on the trust fund. Many families decide that is not acceptable and stay with a limited company, and accept the public accounts.
Is privacy the main reason to choose an unlimited company?
It is the main practical reason. There are few other differences in how the company is used. If your concern is that others can read the size of your portfolio, an unlimited company may help. If your concern is protecting wealth from a child's divorce or bankruptcy, the unlimited status doesn't do that, and the extra liability can work against you.
Related advice
You may also need
Running a FIC
Directors, board meetings, accounts, Companies House filings and family governance: what running a family investment company involves year to year.
Read moreSetting up a FIC
How a family investment company is set up, step by step: design, share classes, funding and documents, led by a Chartered Tax Adviser. Free first call.
Read moreProtecting family wealth
How a family investment company can help protect wealth from a child's divorce or bankruptcy and keep shares in the family. Free first call.
Read moreBlended FIC
Our signature structure: a family investment company with a discretionary trust, alphabet shares, freezer shares for parents and growth shares for children.
Read more
Not sure whether privacy is worth the trade-off?
Book a free call and we will talk through the options for your family.
Or write to taxadvisory@aswatax.co.uk
