PART 6Trading Disclosures

Legibility of displays and disclosures

20.  Any display or disclosure of information required by this Part must be in characters that can be read with the naked eye.

Requirement to display registered name at registered office and inspection place

21.—(1) A company shall display its registered name at—

(a)its registered office; and

(b)any inspection place.

(2) But paragraph (1) does not apply to any company which has at all times since its incorporation been dormant.

(3) Paragraph (1) shall also not apply to the registered office or an inspection place of a company where—

(a)in respect of that company, a liquidator, administrator or administrative receiver has been appointed; and

(b)the registered office or inspection place is also a place of business of that liquidator, administrator or administrative receiver.

Requirement to display registered name at other business locations

22.—(1) This regulation applies to a location other than a company’s registered office or any inspection place.

(2) A company shall display its registered name at any such location at which it carries on business.

(3) But paragraph (2) shall not apply to a location which is primarily used for living accommodation.

(4) Paragraph (2) shall also not apply to any location at which business is carried on by a company where—

(a)in respect of that company, a liquidator, administrator or administrative receiver has been appointed; and

(b)the location is also a place of business of that liquidator, administrator or administrative receiver.

(5) Paragraph (2) shall also not apply to any location at which business is carried on by a company of which every director who is an individual is a relevant director.

(6) In this regulation—

(a)“administrative receiver” has the meaning given—

(i)in England and Wales or Scotland, by section 251 of the Insolvency Act 1986(1), and

(ii)in Northern Ireland, by Article 5 of the Insolvency (Northern Ireland) Order 1989(2);

(b)“credit reference agency” has the meaning given in section 243(7) of the Act;

(c)“protected information” has the meaning given in section 240 of the Act; and

(d)“relevant director” means an individual in respect of whom the registrar is required by regulations made pursuant to section 243(4) of the Act to refrain from disclosing protected information to a credit reference agency.

Manner of display of registered name

23.—(1) This regulation applies where a company is required to display its registered name at any office, place or location.

(2) Where that office, place or location is shared by no more than five companies, the registered name—

(a)shall be so positioned that it may be easily seen by any visitor to that office, place or location; and

(b)shall be displayed continuously.

(3) Where any such office, place or location is shared by six or more companies, each such company must ensure that either—

(a)its registered name is displayed for at least fifteen continuous seconds at least once every three minutes; or

(b)its registered name is available for inspection on a register by any visitor to that office, place or location.

Registered name to appear in communications

24.—(1) Every company shall disclose its registered name on—

(a)its business letters, notices and other official publications;

(b)its bills of exchange, promissory notes, endorsements and order forms;

(c)cheques purporting to be signed by or on behalf of the company;

(d)orders for money, goods or services purporting to be signed by or on behalf of the company;

(e)its bills of parcels, invoices and other demands for payment, receipts and letters of credit;

(f)its applications for licences to carry on a trade or activity; and

(g)all other forms of its business correspondence and documentation.

(2) Every company shall disclose its registered name on its websites.

Further particulars to appear in business letters, order forms and websites

25.—(1) Every company shall disclose the particulars set out in paragraph (2) on—

(a)its business letters;

(b)its order forms; and

(c)its websites.

(2) The particulars are—

(a)the part of the United Kingdom in which the company is registered;

(b)the company’s registered number;

(c)the address of the company’s registered office;

(d)in the case of a limited company exempt from the obligation to use the word “limited” as part of its registered name under section 60 of the Act, the fact that it is a limited company;

(e)in the case of a community interest company which is not a public company, the fact that it is a limited company; and

(f)in the case of an investment company within the meaning of section 833 of the Act, the fact that it is such a company.

(3) If, in the case of a company having a share capital, there is a disclosure as to the amount of share capital on—

(a)its business letters;

(b)its order forms; or

(c)its websites,

that disclosure must be as to paid up share capital.

Disclosure of names of directors

26.—(1) Where a company’s business letter includes the name of any director of that company, other than in the text or as a signatory, the letter must disclose the name of every director of that company.

(2) In paragraph (1), “name” has the following meanings—

(a)in the case of a director who is an individual, “name” has the meaning given in section 163(2) of the Act; and

(b)in the case of a director who is a body corporate or a firm that is a legal person under the law by which it is governed, “name” means corporate name or firm name.

Disclosures relating to registered office and inspection place

27.—(1) A company shall disclose—

(a)the address of its registered office;

(b)any inspection place; and

(c)the type of company records which are kept at that office or place,

to any person it deals with in the course of business who makes a written request to the company for that information.

(2) The company shall send a written response to that person within five working days of the receipt of that request.

Offence

28.—(1) Where a company fails, without reasonable excuse, to comply with any requirement in regulations 20 to 27, an offence is committed by—

(a)the company; and

(b)every officer of the company who is in default.

(2) A person guilty of an offence under paragraph (1) is liable on summary conviction to—

(a)a fine not exceeding level 3 on the standard scale; and

(b)for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

(3) For the purposes of this regulation a shadow director is to be treated as an officer of the company.

Interpretation

29.  In this Part—

(a)“company record” means—

(i)any register, index, accounting records, agreement, memorandum, minutes or other document required by the Companies Acts to be kept by a company; and

(ii)any register kept by a company of its debenture holders;

(b)“inspection place” means any location, other than a company’s registered office, at which a company keeps available for inspection any company record which it is required under the Companies Acts to keep available for inspection;

(c)a reference to any type of document is a reference to a document of that type in hard copy, electronic or any other form; and

(d)in relation to a company, a reference to “its websites” includes a reference to any part of a website relating to that company which that company has caused or authorised to appear.

(1)

1986 c.45, to which there are amendments not relevant to these Regulations.