Since 1st April 2007, every Irish Registered Limited Liability Company are required to disclose certain information on websites and on company electronic communications as a result of the enactment of the European Communities(Companies) (Amendment) Regulations 2007. These new regulations are an addition to the current disclosure requirements for business letters and order forms. The new regulations stem from the increase use of electronic communications and to give consumers some basic information in the interest of transparency.
Existing Disclosure Rules for Limited Liability Companies
Before the enactment of the new regulations, Limited Liability Companies were required to disclose certain information on their business letters. Section 196 Companies Act 1963 sets out the requirements to disclose details of directors on all business letters or in which the company name appears. This information includes:-
- The full name of the company and the company’s legal form
- The forename or initials and surnames and any former forenames and surnames of every Director and Shadow Director, and their nationality, if not Irish
- The place of registration, the registered number i.e. as per the company’s Certificate of Incorporation; the address of the company’s registered office (where this is already shown on the document, the fact that it is the registered office must be indicated);
- In the case of a company exempt from the obligation to use the word “limited” or “teoranta” as part of its name the fact that it is a limited company;
- In the case of a company which is being wound up, the fact that it is being wound up
- If there is reference to the share capital of the company on any letter or order forms, the reference shall be to the paid-up share capital.
Every Limited Liability Company were also required to disclose the information in 1,3,4,5 & 6 above, on all order forms for goods and services. These companies were also required to disclose the company name on all other documents including invoices, cheques and receipts.
Printing of Directors’ Names on Company Letterhead
The Office of Director of Corporate Enforcement has issued guidance on the printing of Directors’ names on company letterhead. The government carried out a study on the sources of administrative burden on business and one of the conclusions was the significant administrative costs that business can incur where directors are either appointed or resign from the board of companies where large stocks of pre-printed company stationery have been purchased.
The ODCE advise companies that there is no legal obligation for the directors’ names to be pre-printed on company stationery. There are no rules on the format, font or size of the text once it is legible.
The ODCE has advised that there should be a technological solution available to companies to over come the administrative costs including ordering company stationery without any directors’ names printed but the names are then added when the stationery is being used. This can include using a footer on Microsoft Word or other alternatives such as placing labels on each letter covering the original directors names with the revised list.
The ODCE guidance does not lessen the requirements to disclose but looks at practical solutions that companies can use to lessen the costs of printing company stationery.
New Regulations Extended to Websites and Electronic Communications
With effect from 1st April 2007, every Irish Registered Limited Liability Company are obliged to disclose on it’s website the information as in 1,3,4,5 & 6 above.
Also, all company letters and order forms for goods and services, whether in paper form or other medium i.e. emails, faxes etc., will have to contain the information in 1,3,4,5 & 6 above.
Failure to comply
Failure to comply with the above regulations:-
- Every officer of the company who is in default and;
- Any person in accordance with whose directions or instructions the Directors of the company are accustomed to act and whose directions or omissions the default is attributable, shall be guilt of an offence – Summary offence – maximum fine of €2,000
Where a person has been convicted of an offence under the Regulations and there has been a continuation of the offence by the person after his or her conviction, the person shall be guilty of a further offence on every day on which the contravention continues and for each such offence shall be liable to a fine not exceeding €100 for each day of continuation of offence.
Exemptions to new regulations
These new requirements do not apply to:-
- Irish Registered Unlimited Companies
- Branches of foreign registered companies
Unlimited Company Requirements
Every Irish Registered Unlimited Company is required to disclose the name of the company and the information in 2 above on its business letters and is also required to disclose the company name on all other documents including invoices, cheques and receipts.
Branches
Where a body corporate is registered in another European Union State, the Irish registered branch is required to disclose the information in 3,4,5 & 6 above on all letters and order forms.
Invoice Requirements
An Irish registered company should disclose the company name on all invoices together with the following information that all taxable persons and companies should disclose:-
A taxable person who supplies taxable goods or services to another taxable person is obliged to issue a VAT invoice showing the following particulars:-
- the name and address of the trader issuing the invoice;
- the trader’s VAT registration number;
- the name and address of the customer;
- the date of issue of the invoice;
- the date of supply of the goods or services;
- a full description of the goods or services;
- the quantity or volume of the goods supplied;
- the consideration exclusive of VAT expressed in euro
- the rate (including zero rate) and amount of VAT at each rate.
Should you have any questions in relation to this article or should you have any Company Law or Company Secretarial queries please contact John Murphy on 053 910 0000, [email protected]