Company legislation has for a long time included a requirement that a company’s name and certain other company details must appear in its business letters and other official publications. But on January 1, 2007, the rules changed to introduce amendments to the Companies Act to extend the requirements to websites and other electronic documents.

It is important for directors and officers of companies to be aware of these changes, because failure to comply can lead to fines, for which directors and officers can be personally liable. Also, in some circumstances, directors and officers could be personally liable on contracts that were intended to have been made by the company, but where the rules were not observed.

CURRENT INFORMATION REQUIREMENTS FOR WEBSITES

Under the existing UK E-commerce Regulations, certain information must be included on a company’s website.

The name, geographic address and email address of the service provider must be given. A PO box number will not meet the requirement for a geographic address, but a company’s registered office address will.

If the business is a member of a trade or professional association, membership details, including any registration number, should be provided. If the business has a VAT number, it should be stated.

The regulations also require that where the website refers to prices, these shall be indicated clearly and unambiguously and, in particular, shall indicate whether they are inclusive of tax and delivery costs.

REQUIREMENT TO SHOW FULL COMPANY NAME

Under the Companies Act, you must show the full name of the company, which includes the word “limited” or “plc” as appropriate, on a range of documents, such as business letters, notices, cheques, orders, invoices, and receipts, among others.

Under the new rules, this requirement now extends to websites and documents which are in electronic form, as well as hard copy form. This means that companies will need to make sure that the full corporate name is legibly spelt out on their websites, emails and all other official electronic communications. Failure to comply is punishable by fines. Plus, any officer of the company, or any person on its behalf, who causes or authorises the appearance of a website or other electronic communication of the company on which the company’s name is not mentioned, can be personally liable.

Aside from the risk of personal liability, if an order for goods or services is sent electronically and does not include the company’s full name, then the sender of the email or web form could be personally liable under the new rules.

This means that if, for example, the company went into liquidation before having paid the price of the goods or services ordered, then the supplier could claim against the sender personally.

OTHER PARTICULARS TO BE SHOWN

There is an additional requirement to show certain other details on all business letters and order forms. These particulars are the place of registration of the company, its registration number and the address of its registered office. If the company is exempt from the requirement to use the word “limited” as part of its name, then the fact that it is a limited company must also be stated. The typical format is: “The ABC Company Limited, Registered in England and Wales under number 1234567, registered office at 10 High Street, London EC2 3NN.”

Again, under the new rules, this requirement now extends to websites and business letters, and order forms which are in electronic form as well as hard copy form. Failure to comply with the requirement is punishable by fine.

Nigel Miller is a commerce and technology partner at City law firm Fox Williams.