New information requirements for corporate websites

05 March 2007

Patrick Camerer Cuss

From 1 January 2007, amendments to the Companies Act 1985 have increased the amount of information that has to be disclosed in a company’s electronic documents. Most significantly under the new rules, (passed into UK law by the Companies (Registrar, Languages and Trading Disclosures) Regulations 2006 (2006 No 3429) in order to implement the First Company Amendment Directive), every company is required to list its registration number, place of registration and registered office address on its website, order forms, faxes and other electronic business letters.

Under sections 349 and 351 of the Companies Act 1985 companies have an obligation to give certain information about themselves in their documentation. Section 349 requires the company's name to appear in all business letters, notices, other official publications, bills of exchange, promissory notes, endorsements, cheques, orders for money or goods, invoices, receipts and letters of credit. Similarly, section 351 of the 1985 Act requires every company to state in all business letters and order forms the company's place of registration, company number and registered office.

Previously there was confusion as to whether these requirements related solely to paper documentation. However, amendments have now been made by the insertion of subsections 349(5) and 351(6), which state that the provisions extend to documents “in hard copy, electronic or any other form.” As a result, companies are now required to state the relevant information on any of the above documents sent by fax or e-mail (since the majority of company e-mails are likely to be considered “business letters”). This is in addition to those documents in paper form; in other words the new rules supplement, not replace, the existing rules.

Section 351 includes another amendment (to subsection (1)), which requires the place of registration, company number and registered office to be stated also “on all the company’s websites”. The E-Commerce Regulations 2002 could be interpreted as already covering these requirements. However, the wording is ambiguous compared to those found in the new Companies Act amendments.

Companies and their officers are liable to a fine if they are in breach of these provisions. Given the short timeframe between the changes being laid before Parliament on 21 December 2006 and their implementation on 1 January 2007, the number of such companies is likely to be high. It is worth noting that Sections 349 and 351 of the Companies Act 1985 (and, therefore, the recent amendments) also apply to Limited Liability Partnerships.