Business Rules have Changed. Do you still comply?
From 1 January 2007 all businesses must ensure that the information carried on their company letterhead is replicated on their company website.
These changes are contained in Statutory Instrument 2006 / 3429: The Companies (Registrar, Language and Trading Disclosures) Regulations 2006.
This introduces provisions of the Companies Act 2006 and amends as required the Companies Act 1985, the Companies (Northern Ireland) Order 1986, the Insolvency Act 2006 and Insolvency (Northern Ireland) Order 1989.
The main changes will result in business letters, order forms and now websites including the provisions of section 351. Changes to sections 349 and 351 have been inserted into the Companies Act 1985 and are highlighted in bold below.
Comprehensive information on these and other changes can be found in guidance from the DTI entitled Companies Act 2006: Implementation Briefing on First Commencement Order and Regulations Implementing First Company Law Amendment Directive. View it here.
Section 349 and 351 Companies Act 1985 amendments
s.349 Company’s name to appear in its correspondence, etc
(1) Every company shall have its name mentioned in legible characters—
(a) in all business letters or order form of the company,
(b) in all its notices and other official publications,
(ba) on all its websites,
(c) in all bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by or on behalf of the company, and
(d) in all its bills of parcels, invoices, receipts and letters of credit.
(2) If a company fails to comply with subsection (1) it is liable to a fine.
(3) If an officer of a company or a person on its behalf—
(a) issues or authorises the issue of any business letter or order form of the company, or any notice or other official publication of the company, in which the company’s name is not mentioned as required by subsection (1),
(aa) causes or authorises the appearance of a website of the company on which the company's name is not so mentioned, or
(b) issues or authorises the issue of any bill of parcels, invoice, receipt or letter of credit of the company in which its name is not so mentioned,
he is liable to a fine.
(4) If an officer of a company or a person on its behalf signs or authorises to be signed on behalf of the company any bill of exchange, promissory note, endorsement, cheque or order for money or goods in which the company’s name is not mentioned as required by subsection (1), he is liable to a fine; and he is further personally liable to the holder of the bill of exchange, promissory note, cheque or order for money or goods for the amount of it (unless it is duly paid by the company).
(5) References in this section to a document of any type are to a document of that type in hard copy, electronic or any other form.
s.351 Particulars in correspondence etc
(1) Every company shall have the following particulars mentioned in legible characters in all business letters and order forms of the company and on all the Company's websites, that is to say—
(a) the company’s place of registration and the number with which it is registered,
(b) the address of its registered office,
(c) in the case of an investment company (as defined in section 266), the fact that it is such a company, and
(d) in the case of a limited company exempt from the obligation to use the word “limited” as part of its name [under section 30 or a community interest company which is not a public company], the fact that it is a limited company.
(2) If in the case of a company having a share capital there is a reference to the amount of share capital -
(a) on the stationery used for any such letters,
(b) on the Company's order forms, or
(c) on any of the company's websites,
the reference must be to paid-up share capital.
(3), (4) …
(5) As to contraventions of this section, the following applies—
(a) if a company fails to comply with subsection (1) or (2), it is liable to a fine,
(b) if an officer of a company or a person on its behalf issues or authorises the issue of any business letter or order form not complying with those subsections, he is liable to a fine, …
(ba) if an officer of a company or a person on its behalf causes or authorises the appearance of a website not complying with those subsections, he is liable to a fine.
(c) …
(6) References in this section to a document of any type are to a document of that type in hard copy, electronic or any other form.