A corporate structure that permits a company to be incorporated and flow all profits and losses to shareholders. An unlimited liability corporation (ULC) shelters shareholders from liability in most circumstances except upon liquidation of the company. Shareholders or past shareholders that disposed of their shares less than one year before liquidation become liable for the debts of the company.

|||The ULC has become a useful vehicle for the acquisition of a Canadian business by a U.S. investor, due to preferential tax treatment. The U.S. Internal Revenue Code states that the ULC is disregarded for U.S. tax purposes, as profits and losses flow through to shareholders.