Companies Act 2014 section 1274

No requirement to deliver financial statements, etc., with annual return in the case of certain ULCs

Section 1274 deals with the exemption of unlimited companies (ULCs) from the requirement to file financial statements and related documents with their annual return, except where the ULC is a "designated ULC" — that is, one whose structure ultimately provides its members or beneficial owners with the protection of limited liability.

• Most ULCs are exempt from annexing financial statements and related documents to their annual return, but "designated ULCs" must file these documents in the same way as limited companies.
• A ULC is "designated" if, during the relevant financial year, it was connected to a limited undertaking — for example, as a subsidiary, a holding company, or subject to the combined rights of two or more limited undertakings.
• A ULC is also designated if it is a credit institution or insurance undertaking (or a holding company of one), or if all its members are limited companies, or entities whose own members are limited companies, such that limited liability protection ultimately exists.
• These rules look through the corporate structure, including foreign comparable entities, to determine whether the ultimate beneficial owners enjoy limited liability — and if they do, the filing exemption is lost.