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Disclosure of Companies

Company Communications

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Companies Act 2006: Overview

From 1 January 2007, the Companies Act 1985 rules relating to the information that must be on company documents are amended and explicitly extended to include order forms, electronic documents and websites.

Business letters and order forms - whether in hard copy, electronic or other form - and all of the company's websites must include the company's full name, its place of registration, its company number, the address of its registered office and in the case of a company exempt from the requirement to use 'limited' as part of its name, the fact that it is a limited company.

These details do not need to be on every page of a website, but they do need to be 'legible', which means that they can't be in tiny print.

Many emails that go out of the company are likely to be classed as business letters, so all outgoing emails should include a footer with all the required disclosures.

The company's full name, but not the other details, must be on all of its notices (of meetings, etc) and other official publications, cheques, orders for money or goods purporting to be signed by or on behalf of the company, bills of exchange, promissory notes, invoices, receipts, bills of parcels and letters of credit - whether in hard copy, electronic or other form.

Where a company is being wound up, whether voluntarily or by the court, a statement that it is being wound up must be included on every invoice, order for goods, business letter or order form - whether hard copy, electronic or other form - and all of its websites.

The Companies (Registrar, Languages and Trading Disclosures) Regulations 2006 are available from the Office of Public Information.

Note that these are only the Companies Act provisions. Other information may need to be on these and other documents and on websites, for example charitable status, VAT registration number, etc.

From 20 January 2007, provision for communications by companies and other incorporated bodies (all referred to here as companies) are in effect under the Companies Act 2006. This allows companies to receive or send company information electronically, provided consent has been given for this. There are separate provisions for communications sent to a company, as set out in Schedule 4 of the Act; and for communications sent by a company, as set out in Schedule 5. Communications from one company to another have to comply with Schedule 5 (s.1144).

The provisions apply to information or documents sent to the company by company members, debenture holders or others who are required under company law or the articles to communicate with the company; and information or documents that the company is required under company law or the articles to send to company members, debenture holders or others. The rules do not apply to information where there is no statutory or constitutional duty to send it.

Electronic communications include email, fax, website, CDs or other electronic media, or any other communication which is sent and received electronically (s.1168). If the information is in electron form but is delivered by hand or post (for example on a CD), it can only be sent or supplied to an address to which it could validly be sent if it were in hard copy.

Electronic communications TO the company (Sch. 4)-

A document or information may be provided electronically to a company only if the company has agreed, in general or in this specific circumstance, that the document or information may be provided in that form. Information can be sent in formats that are neither hard copy nor electronic if the company agrees.

Electronic communications BY the company (Sch. 4) -

A company can provide documents or information by email or other electronic means only to a person who has agreed, in general or in specific circumstances, to receive information in this way.

Deemed delivery (s.1147) -

When a company sends information by post to an address in the UK and is able to show that it was properly addressed, prepaid and posted, or sends it electronically and is able to show that it was properly addressed, it is deemed to have been received by the intended recipient 48 hours after it was posted or sent electronically. In calculating the 48 hours, days which are not normal working days are not counted. So, for example, information posted or emailed at 11am Friday is deemed to have bee received at 11am Tuesday, or at 11am Wednesday if the Monday is a bank holiday.

Information on a website is deemed to have been received by the intended recipient when the material first becomes available on the website, or, if later, when the recipient received (or is deemed to have received) notice of the fact that the material was available on the website.

These deemed delivery provisions do not apply where the articles of association or contracts contain different provisions.

Right to hard copy (s.1145) -

A person who receives a company document or information electronically has a right to be sent hard copy on request. This must be sent within 21 days, without any additional charge being made for it.

Company information provided on a website (Sch. 4) -

Specific rules apply to information provided via a website. The person to whom the information is being provided has to have agreed, or be deemed to have agreed, to receive information this way. A person is deemed to have agreed if:

• the articles say that information can be provided on a website, or the company members have passed a resolution allowing it generally or for specific types of information;

• the company has asked the person individually to agree that the company may provide documents or information generally, or the specific documents or information in question, to him, her or it (in the case of a company) by means of a website;

• the request to the person explicitly states that if the company does not receive a response within 28 days beginning with the date on which the company's request was set, the person will be deemed to have given consent; and

• the request was not sent to the person within 12 months of a previous request relating to the same or similar documents and information; and

• the company does not receive a response from the person within the 28 day period.

The effect of this is that if someone does not want to receive information via website, they must respond within 28 days. but if they are willing to receive information via website, they do not have to respond to the request. By not responding, they will be deemed to have agreed.

Companies whose articles do not already include provision for website communication - or where the provision is not wide enough - may wish to pass an ordinary resolution at their next AGM or general meeting to allow the company to communicate via its website with company members and others. this does not give a blanket right to communicate by website to all company members; the company can do this only if the particular member has given agreement or deemed agreement.

A resolution to provide company documents and information via a website will be, when the relevant sections of the Companies Act 2006 are in force, a resolution affecting the company's constitution. It will have to be notified to the registrar of companies and must be included with all copies of the articles that the company gives to anyone.

Information on a website must comply with accessibility criteria set out in Schedule 5.

When company information is placed on the website, the company must notify the person and must provide details of how to access the information. The information must be available on the website for the period specified in the Companies Act, or if there is no such period, for 28 days beginning with the date on which the notification is sent to the person in question.

Fuller details of the website provisions [WORD, 92KB] are available from the DTI.

A document or information sent or supplied to a company on paper is sufficiently authenticated if it is signed by the person it is from. The company can decide what sort of confirmation of identity it requires for documents or information sent to it electronically. Where the company has not set any requirements, an electronic document is sufficiently authenticated if it contains or is accompanied by a statement of the identity of the sender, and the company has no reason to doubt the truth of that statement.