The Companies (Trading Disclosures) Regulations 2008 (SI 2008 No. 495) came into force on 1 October this year.
The Regulations set out trading disclosures which must be made by limited companies and limited liability partnerships registered in any part of the UK (“company”). According to the explanatory memorandum to the Regulations, the policy objective is that the legal identity of every company should be revealed to all who have, or may wish to have, dealings with it: in particular, so that those who contract with or have complaints against companies can discover the legal identity of the company in question.
The Regulations are made under section 82 of the Companies Act 2006, and replace the relevant provisions of the Companies Act 1985 and the Business Names Act 1985. Failure to comply with the Regulations can result in a fine of up to £1000 and an additional fine of £300 for each day that any such failure continues.
The principal disclosures that a company must make under the Regulations are in respect of the places and manner in which it must disclose its registered name and other particulars listed in the Regulations. The disclosures have to be made at certain locations, in company documentation and on company websites. In particular, every company is obliged to disclose on its websites specified information including:
- its registered name;
- the part of the UK in which it is registered;
- the address of the company’s registered office; and
- if, in the case of a company having a share capital, there is a disclosures to the amount of share capital on its websites, that disclosure must be to paid-up share capital.
Most companies familiar with e-commerce should be fairly adept at ensuring that certain information is made readily available on their websites, given the information requirements of legislation such as the Electronic Commerce (EC Directive) Regulations 2002 and the Consumer Protection (Distance Selling) Regulations 2002. However, all companies, and particularly those who may use a brand or identity which is not directly reflected in their registered names, should revisit those websites and ensure that they are compliant.