Electronic communication – company information requirements
Since the implementation of the Electronic Commerce (EC Directive) Regulations in August 2002, companies promoting goods or services that they supply for remuneration via electronic means such as via the internet, text messaging (SMS) or email have been required to make certain identifying information easily, directly and permanently accessible.
The required information must be clearly stated and includes the company’s full name, registration number and place of registration, registered office and email address details. Details of its membership of trade organisations and its VAT number should also be provided.
Most companies seek to meet the requirement by providing the relevant information either in the individual communication itself, or communicating it through the company’s website.
In addition to these requirements, under the new Companies (Registrar, Languages and Trading Disclosures) Regulations 2006 that came into force on 1 January 2007, the longstanding statutory requirement for companies to state certain particulars on their stationery and other hardcopy documents has been extended to websites and various electronic communications.
The regulations amend the relevant provisions of the Companies Act 1985 (and corresponding Northern Ireland legislation). It is now an offence, among other things, for a company incorporated under the Companies Acts (or the Northern Ireland legislation) not to state:
- the company’s name
- its place of registration and the number with which it is registered, and
- the address of its registered office,
on all the company’s websites and all its business letters and order forms that are in electronic form. If the company is an investment company within the meaning of section 266 of the 1985 Act, that must be stated, too. If the amount of the company’s share capital is stated, the amount must be its paid-up share capital.
Most companies’ correspondence is now conducted primarily by email. Email messages are therefore potentially business letters in electronic form for these purposes, and companies should consider adding the required information to the boilerplate language that typically appears automatically at the end of all their emails. In the case of groups of companies, where staff may send emails on behalf of different group companies from time to time, it may be advisable to include the relevant information for all those companies (provided that the signatory always makes clear the identity of the particular company on whose behalf the email is being sent).
Similarly, websites may in practice feature numerous group companies. It is advisable to include the required details of all the companies and not just those of the parent company.
The requirement to state the company’s name (but not the other particulars) also applies to a range of other documents in electronic form, including, for example, notices and other official publications, bills of exchange, promissory notes, orders for money or goods purporting to be signed by or on behalf of the company, invoices, receipts and letters of credit. In many cases, companies will already be doing this as a matter of course.
Limited liability partnerships must also comply in relation to their websites and electronic documents, since the LLP legislation co-opts (with minor amendments) the Companies Act provisions by reference and, on normal principles, is automatically extended on the amendment of the Companies Act provisions.
The regulations also amend the Insolvency Act 1986 (and corresponding Northern Ireland legislation) so as to require companies that are being wound up to state this on their websites and in various electronic documents.
The e-commerce regulations and distance selling regulations also place a number of other information and marketing requirements on companies with on-line businesses or otherwise conducting e-commerce.
Click here to see the Companies (Registrar, Languages and Trading Disclosures) Regulations 2006 (SI 2006 No. 3429).
Click here to see the Electronic Commerce (EC Directive) Regulations 2002 (SI 2002 No. 2013).
to see the Consumer Protection (Distance Selling) Regulations 2000 (SI 2000 no 2334), which may also be applicable.
