Business names and other disclosures: A reminder
By Steven Wood, Practice Support Specialist (Insolvency)
30 January 2024
A recent complaint assessed by the ICAS Investigation Committee has highlighted the requirement for members and affiliates to be mindful of their statutory requirements concerning trading disclosures.
The complaint
The complaint concerned a member who had issued correspondence which failed to fulfil statutory requirements regarding business letters. The letter, which was generated via an outsourced third-party mailing fulfilment firm, did not include the company’s registered office or registered number.
Trading disclosures
Regulations made under the Companies Act 2006 require a company or Limited Liability Partnership (LLP) to display its name at its registered office and other places of business, on business documents and on websites. The purpose of the regulations is to ensure that the legal identity of every company and LLP is revealed to anyone who has, or may wish to have, dealings with it.
The requirements are set out in Part 6 of the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015.
Company/LLP name in communications and websites
You must include your company or LLP’s registered name in all forms of business correspondence and documentation, whether in hard copy or electronic. This includes:
- Business letters, notices and other official publications
- Business emails
- Bills of exchange, promissory notes, endorsements and order forms
- Cheques purporting to be signed by or on behalf of the company or LLP
- Orders for money, goods or services purporting to be signed by or on behalf of the company or LLP, bills of parcels, invoices and other demands for payment, receipts and letters of credit
Every company or LLP must also disclose its registered name on its websites. You don’t need to include the company or LLP name on every page but it must be visible and easily read.
Additional information to be disclosed
The company or LLP must display certain information on all its business letters, business emails, order forms and websites, including:
- The part of the United Kingdom in which the company or LLP is registered (ie England and Wales, or Wales, or Scotland, or Northern Ireland).
- The company or LLP’s registered number.
- The address of the company or LLP’s registered office.
- If a company is exempt from the requirement to use ‘limited’ in its name, the fact that it is a limited company.
- In the case of an LLP whose name ends with the abbreviation “llp”, “LLP”, “pac” or “PAC”, the fact that it is an LLP or a partneriaeth atebolrwydd cyfyngedig.
- If it is a company which has chosen to display its share capital, it must display the amount of paid up share capital.
- If the name of a company director or an LLP member is included other than in the text or as a signatory, then the names of every director or LLP member must be disclosed (although a limited exception applies in certain circumstances for LLPs with more than 20 members).
Sole traders and partnerships
Where a sole trader or partnership carries on business under a name that is not their surname or does not use the names of all the partners, their details must be disclosed. This includes the full name of the proprietor, or all the partners for a partnership, and an address at which the business can be contacted and have legal documents formally served on it.
Partnerships of more than 20 partners are not required to disclose details of all the partners in business documents if certain other requirements, set out in section 1203 Companies Act 2006, are met.
The Provision of Services Regulations
Members and affiliates should be aware of their responsibilities under the Provision of Service Regulations 2009. The regulations set out information which service providers, such as accountants and insolvency practitioners, must provide to their clients.
The information to be made available includes:
- Name, legal status of the business and business address;
- Contact details for rapid and direct communication e.g.: email or telephone;
- Contact details for making complaints and information requests;
- Price of services, if pre-determined;
- Main features of service, if not apparent from the context;
- VAT number, if applicable;
- If applicable, trade registration scheme details, authorisation scheme details, and professional body details;
- General terms and conditions, if any;
- Contract terms on governing law and jurisdiction applicable to the business’s service contracts, if any;
- Any after-sales guarantee which provides greater protection than required by law;
- Details of any professional liability insurance which the business is required to have.
The information must be made available or supplied in a clear and unambiguous manner and in good time before the conclusion of the contract/the service is provided. Regulation 8(2) sets out how the information should be 'made available' but, in most cases the information is likely to be contained in the engagement letter.
ICAS requirements
We also place some restrictions and requirements on firms we regulate.
These include restrictions on firm names, the use of descriptors such as Chartered Accountants, CA and other designations, and the use of social media handles.
Comment
There are minor exceptions to some of the above requirements and the legislation should be referred to for full details. Members and affiliates should be particularly mindful when issuing correspondence via an outsourced third-party that it remains their responsibility to ensure that statutory requirements are being met.
Further information and guidance is available in the helpsheet ‘Firm names, disclosure of principals and regulatory status’ available in the General Practice Manual.
