Disclosure requirements of the Irish Companies Act 2014 impact company websites and letterheads. Irish companies need to ensure they are compliant with this law.
Company name
Under the Companies Act 2014, every Irish incorporated company must display its full name in clear legible writing in a prominent place outside both its registered office and every other office or place at which any of its business activity is carried on. This is the case even where the company uses a serviced registered office address.
Websites
Every company must display in a prominent or easily accessible place on its websites the following information:
· the name and type of the company;
· the place of registration of the company and its registered number;
· its registered office;
· in the case of a company exempt from the obligation to use the company type as part of its name, the relevant type of company;
· in the case of a company that is being wound up, that fact; and
· if share capital is mentioned it must be a reference to issued, fully paid up share capital.
It is advisable for this information to be displayed prominently either on a company’s homepage or via a noticeable, easily accessible link on its homepage.
Business letterhead
A company must include on its business letters:
· the full name of the company including the relevant suffix - the only permissible abbreviations are “Ltd” for “Limited”, Teo” for “Teoranta” “Plc” for Public Limited Company, “DAC” for “Designated Activity Company”; and
· the forenames or initials, surnames and any former forenames and surnames of the directors and their nationality, if not Irish.
The following additional particulars must be shown on letters and on order forms, whether they are in paper or any other form, such as on the website, of all companies:
· the type of the company, i.e. private limited company, designated activity company, public limited company or company limited by guarantee;
· the company number;
· the address of the registered office. If this is already included on the document, because, for instance, it is the company’s main postal address, the fact that this address is the registered office address should be noted;
· if the company is being wound up reference must be included to this effect; and
· if share capital is mentioned it must be a reference to issued, fully paid up share capital.
In addition, where a company limited by guarantee or a designated activity company has received permission to dispense with the use of the company type as part of its name, the company must disclose its type on its letters and order forms.
These requirements apply only to letters and order forms. They do not need to be included on, for instance, delivery notes or invoices.
Business name
Even if a company trades under a business name different from its corporate name, its full corporate name, together with the information required for companies and branches set out above, must be shown on all letters related to that business name.
Penalties
Failure to comply with the requirements described above may lead to a defaulting company and its directors facing a fine of up to €5,000 and, in certain limited circumstances, the directors facing personal liability for their company’s obligations.
Conclusion
Directors and secretaries should continue to be aware of their companies’ ongoing disclosure obligations, not least in light of the re-registration deadline under the Companies Act 2014. Companies re-registering as DACs, for instance, will need to ensure that their stationery is updated to incorporate the new suffix “DAC” or “Designated Activity Company” in place of “Limited”.