All UK companies are required to provide information about themselves to the general public in order to enable a person to identify the company and know where its company records can be inspected.
But what are the different types of information that must be disclosed and what are the potential consequences for the company and its directors if they fail to comply with these requirements?
What information needs to be disclosed?
The requirements relate to disclosures at physical locations, in communications and in response to specific requests.
- Disclosure at locations
A company (apart from one that has been dormant since its incorporation or which is in a process of insolvency) must display its registered name at:
- its registered office;
- any location where the company keeps its statutory records (for instance if these are held by the company’s auditors or solicitors); and
- any location where the company carries on business.
The company name must be displayed in such a way that it is clearly visible to the general public.
- Disclosure in communications
All business letters, order forms and the company website must each include the following information:
- the company’s registered name, number and office;
- details of the part of the UK in which the company is registered; and
- in some cases, confirmation of the type of company making the communication (for instance, if it is a community interest company or an investment company).
Although there is no general obligation for email correspondence to disclose this information it would be prudent to ensure that emails are set up to include it so that any email that constitutes a business letter complies with the requirements.
For all other forms of business correspondence or documentation (such as orders, invoices, receipts or business cards), only the registered name of the company must be disclosed.
- Disclosure in response to a request
If a company receives a written request from a person who deals with that company in the course of business, then within five working days the company must disclose its registered office address, the place at which its records can be inspected and the details of the records available at that inspection place.
Consequences of failing to comply
Breaching these requirements can lead to both civil and criminal consequences. For example, if a company enters into a contract at a time when it is in breach, that contract can be deemed unenforceable which, obviously, may have significant implications for the company. In addition, both the company and its officers can be guilty of a criminal offence punishable by a fine of up to £1,000. In practice, however, such convictions are extremely rare: according to recent statistics released in response to a Freedom of Information Act request, there have only been five successful prosecutions in the last five years. Given the number of registered companies and the frequency with which we come across examples of breaches, this seems a very small number.
However, whilst the risk of prosecution may be small, the possible civil consequences coupled with the adverse implications of a criminal conviction if action was to be taken, mean that all companies should check that their stationery is up to date and that they are fully compliant with the various requirements.