Business disclosure rules under the Companies Act 2006

Posted by admin on Feb 14, 2011

Every company must include its registered name in all its business correspondence in hard copy, electronic format or any other form.

 Minor variations in the name are allowed – including the case of letters, use of punctuation, accents and formatting – as long as these differences are not misleading.

 Every company must display its registered name:

  • at its registered office and its inspection place, the only exception being companies that have been dormant at all times since their incorporation
  • at any place where the company carries on business, unless that place is mainly used as a home, e.g. the director’s address

 In most circumstances, the company name must be displayed continuously. However, where there are six or more companies sharing the same office or place of business, the name only needs to be on display for a minimum of 15 seconds every three minutes, i.e. using an electronic display.

 A company must allow anyone to see its:

  • register of members or shareholders
  • register of debenture holders – if any
  • register of directors
  • register of secretaries
  • directors’ service contracts
  • directors’ indemnities
  • records of resolutions, etc
  • contracts and other documents relating to purchase of own shares
  • report to members of outcome of investigations by public company into interests in its shares
  • register of interests in shares disclosed to a public company
  • instruments creating charges and registers of charges

 These records must be kept available for inspection at the following places:

  • The company’s registered office.
  • A Single Alternative Inspection Location (SAIL), if the company has notified Companies House of its address and which records are kept there. The SAIL must be in the same part of the UK as the registered office.

 A person wishing to inspect the records of a private company must give the company notice of a weekday between 09.00 and 15.00 if they wish to inspect the records. Usually the notice must be at least 10 working days beforehand but only two working days during the notice period for a company meeting and similar times.

 A company may charge someone inspecting records and registers £3.50 for an hour or part of an hour. For most records, there is also a public right to be provided with a copy of the requested document(s) on payment of a prescribed fee. If this is requested, the company must provide:

  • a hard copy, regardless of how the record is kept
  • an electronic copy, but only if the record is held electronically

 Since October 2008, anyone can request the following information from a company they are dealing with, as long as it is in writing:

  • the address of the registered office
  • the address of the place which is its SAIL
  • the type of company records kept at the Registered Office and at the SAIL

 Related Sources: Shareholder agreementNon disclosure agreementShare transfer formBusiness documents

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2 Comments
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