The Companies (Trading Disclosures) Regulations 2008 "the Regulations" have the effect of requiring private limited companies, public limited companies and LLPs to disclose various particulars about themselves in, amongst other things, their business e-mails.  (Sole traders and standard partnerships are not caught by this requirement).  Although the Regulations do not refer expressly to "e-mails", they specify that a reference to any type of document is a reference to a document of that type in hard copy, electronic or any other form. It follows that, for the purposes of the Regulations, a communication sent by email can be as much a business letter as one sent in hard-copy format.

So, what types of information do private limited companies, PLCs and LLPs need to include in their business e-mails?  The Regulations have the effect of requiring the inclusion of a list of general information that is capable of applying to every type of company, namely:-

  • the company's registered name
  • the part of the United Kingdom in which it is registered
  • its registered number and
  • the address of its registered office.

The Regulations then go on to require the inclusion of other types of particulars which will apply in certain specific circumstances, namely the following:-

  • in the case of a limited company exempt from the obligation to use the word "limited" as part of its registered name (for example, a private company limited by guarantee), the fact that it is a limited company
  • in the case of a community interest company that is not a public company the fact that it is a limited company;
  • in the case of an investment company within the meaning of the Companies Act 1985, the fact that it is such a company and
  • in the case of a disclosure made by a company having a share capital as to the amount of that share capital the disclosure must be to paid-up share capital.

It is true that if a business e-mail is not a business letter or an order form (if, for example, it is an invoice or a receipt) none of the particulars listed above is required by the Regulations to be included in the e-mail apart from the disclosure of the company's registered name.  Nevertheless, we think that most companies will find it easier to have a uniform disclosure paragraph for all of their business emails, rather than trying to distinguish between electronic business letters and order forms on the one hand and different types of e-correspondence on the other. 

What happens if the company despatching the business email is a member of a corporate group?  In this situation it will be insufficient for it to confine the disclosures to details of say the parent company; instead, the particulars should be those of the company on whose behalf the e-mail is being sent.

How and where should the disclosures be made? The Regulations stipulate that the information required to be disclosed must be in characters that can be read with the naked eye.  As for the position of the disclosures, that is left to the company's discretion, but most businesses will wish to place the information at the foot of the email.

And finally, what happens if any of the above requirements is ignored? Not an advisable option, in our opinion: failure without reasonable excuse to comply with any of the requirements is an offence committed not only by the company itself but by "every officer of the company who is in default".  And the offence can be punishable by a fine of up to £1,000, with an additional daily fine for any continued contravention.  Compliance is therefore highly recommended!

To read part two of this article please click here

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