Company information on websites and electronic documents
On 1 January 2007, new requirements came into force for UK companies to include additional regulatory information on their websites and in all business letters and order forms, whether in hard copy, electronic or any other form.
However, some companies may still be unaware of their obligations in this area. Crucially, failure to comply with the new requirements is a breach of company law. Both the company and the relevant officer or person acting on its behalf who authorised the issue of the non-complying document or website risk being fined.
This briefing outlines the new law in order to assist companies in complying with their disclosure obligations. If you have a specific query about how the new requirements will impact on your company or group of companies please get in touch with one of the contacts at the end of this briefing.
The new requirements
The new requirements, set out in The Companies (Registrar, Languages and Trading Disclosures) Regulations 2006 SI 2006/3429, extend the requirement to include certain corporate information on company documentation to a company’s websites and to documentation in electronic or any other form.
A company's name must now appear, legibly, in all paper and electronic versions of:
- its business letters and order forms;
- its notices and other official publications;
- its websites;
- bills of exchange, promissory notes, endorsements, cheques, orders for money or goods purporting to be signed by or on behalf of the company; and
- bills of parcels, invoices, receipts, and letters of credit.
In addition its websites, plus business letters and order forms (whether sent by e-mail or on paper) must include:
- its place of registration and registered number; and
- its registered office address.
What action needs to be taken?
Companies must check whether their websites and company correspondence comply with the new disclosure obligations. Footers to company e-mails, fax front sheets and any other electronic pro-formas (including those used on Blackberrys) are all caught and should be reviewed. If they do not comply, then they need to be updated as quickly as possible because the new law has been in force for some time now.
In practice, many companies’ electronic templates may already include their name, registered office address, registered number and place of registration. But some smaller companies may not have picked up on the point. The extra information does not have to appear on every page of a company’s website, instead, it could be set out on the “About us” or “Legal information” pages.
As the new requirements involve, "no more than a one-off amendment to the company's electronic pro-formas and websites to include these details, with no ongoing costs thereafter", the Government says compliance costs should not be significant.
Consequences of non compliance
If a company fails to comply with the new requirements then it may be liable to fines, as may any officer of the company or any person who authorised the issue of the non-complying document or website.
Group companies should note that the requirement is for every company to disclose the required information. The obligations will not be met by simply including parent company information on its subsidiary’s website, business letters and order forms, it is the subsidiary’s information that is required. On the other hand, there is no need for group companies to put details of all subsidiaries on every group company website. However, some groups are choosing to set out all the information on a single page which links between the group company websites.
LLPs caught too
The new requirements also apply to limited liability partnerships.
More regulations from 1 October 2008
The new requirements are not the end of the story. The Government has laid new regulations (The Companies (Trading Disclosures) Regulations 2008) before Parliament for its approval that will expand upon and replace the current requirements from 1 October 2008.
Is it in force?
The Companies Act 2006 received Royal Assent on 8 November 2006 and is being introduced via a staggered timetable. Some provisions were introduced in January and April 2007. A substantial part, including some of the more controversial provisions relating to directors’ duties and the new shareholders’ derivative action, went live on 1 October 2007. The remainder was expected to be phased in on 6 April and 1 October 2008. Whilst some provisions will still come into force on those dates, full implementation will not now occur until 1 October 2009. BERR (formerly DTI) has published a revised table of commencement dates taking into account the delays.
Link to more briefings on the Act