Disclosure of statutory information
Why is it necessary to disclose certain statutory information?
Owning a company is a privilege, and owning a limited liability company is a very considerable privilege. It is felt right that in return certain statutory information should be made available to people who have dealings with the company. The short answer to the question is that it is a legal requirement.
A further very practical reason should be mentioned. It is dangerous not to disclose that a company is a limited company, if this is the case. This is because people might reasonably assume that they are dealing with a sole trader or partnership operating without limited liability. If there has not been proper disclosure, in the event of insolvency one or more persons might find themselves personally responsible for certain company debts.
What is the requirement to display the company name outside its business premises?
The company's registered name must be displayed outside the registered office and every place where it conducts business. However, this is not necessary if the premises are primarily living accommodation.
It is generally accepted that when the company occupies a small part of a building it is sufficient for the name to be displayed outside the first relevant internal door leading to the company's premises.
Where there are six or more names that must be displayed, it is permitted to put the names on a rolling display. This is provided that each name appears for at least 15 continuous seconds in a three minute period.
What information must be given on company business letters and order forms?
The following information must be shown:
The full registered name of the company.
The part of the United Kingdom in which the company is registered. This may be England and Wales, Wales, Scotland or Northern Ireland.
The company's registered number.
The address of the registered office and the fact that it is the registered office.
If a company is permitted to not use the word 'Limited' or the abbreviation 'Ltd' in its name, the fact that it is a limited company must be disclosed. If a company is a charity and does not have the words 'charity' or 'charitable' in its name, the fact that it is a charity must be disclosed.
It is usual to group all the information in small print at the bottom of the page, but this is not a legal requirement.
With reference to the last question - what exactly is meant by 'order form'?
It is ambiguous because it could be taken to mean purchase orders placed by the company or forms which the company makes available for other persons to order goods and services from the company. In the view of BIS it means forms which the company makes available for other persons to order goods and services from the company.
Are there other requirements concerning the disclosure of information on business letters?
Yes there are a few:
If the name or nationality of any director is stated, the names or nationalities of all the directors must be stated. A name written or typed as part of a letter or placed under a signature does not trigger this requirement.
If any reference is made to the amount of the share capital, which is not obligatory and is not usual, the reference must be to paid-up share capital.
If the company is an investment company within the meaning of section 833 of the Act, the fact that it is such a company must be disclosed.
In the case of a community interest company that is not a public company, that it is such a company.
Must the company's registered name be given in other documents?
Yes the company's registered name (but not the other statutory information) must also be shown:
In all its notices and other official publications.
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.
In all its bills of parcels, invoices, receipts and letters of credit.
The name of the company must also be given on the company seal, if there is one.
Must the statutory information be given when the relevant information is communicated electronically?
Yes it must. This obviously includes email, but other forms of electronic communication (such as faxes) are covered too. The statutory information must be given on websites.
I have noticed that quite a few companies seem to not fully comply. Am I right and does it matter?
You are very observant and you are quite right. Quite a few companies do not get it exactly right, often on a technicality. Fortunately for them the law is not often vigorously enforced in this area. An easy mistake to make is to assume that putting just one address (which is the registered office as well as a trading address) at the top of the notepaper is proper disclosure of the registered office. It is necessary to put 'registered office' in brackets or put something like 'registered office as above'.
It should matter because a mistake is an offence and bad for the company's image. There is also the factor that some mistakes can leave one or more persons personally liable for company debts.