Governance & Compliance Update: Company Name Obligations Remain ‘Stationery’ Outside Your Door

Registered office and other places of business

A company must display its name, including the applicable suffix in a clearly visible position, in easily legible writing, outside its registered office and any office or place in which it carries out business. A company must also display its name on the following:

• Its notices and other official publications
• Bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by or on behalf of the company; and
• Its invoices, receipts and letters of credit

Business letters

Irish private limited companies must include the following information on all business letters:

1. The name and legal form of the company

2. In relation to each Director:

1. Their forename or the initials of their forename, and surname
2. Any former forename and surnames, and
3. Their nationality, if not Irish

3. The country of registration of the company and the company registration number

4. The address of its registered office, and

5. In the case of a company which is being wound up, the fact that it is being wound up

Every Irish-registered unlimited company is required to disclose on its business letters the particulars in (2) and (5) above.

Company websites

Companies must display the following details in a visible position on their website:

• The name and legal form of the company
• The country of registration of the company and the company registration number
• The address of its registered office
• If there is a reference to a company’s share capital, it must be a reference to paid up share capital, however, a company is not obliged to disclose its share capital, and
• In the case of a company which is being wound up, the fact that it is being wound up

Emails

The previously relevant legislation in this area, the European Communities (Companies) Regulations 1973 (as amended), which were repealed by the Companies Act 2014, included in their definition of letters “in paper format or any other medium”, a definition not carried through to the Companies Act 2014.

However, guidance published by the Office of the Director of Corporate Enforcement suggests that, at the very least, companies should disclose on emails the information which they are required to disclose on their websites. It is therefore prudent to include that information on emails sent by companies for business purposes. Business letters sent as attachments to emails should comply with the requirements listed above.

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

It is important to consider these requirements when conducting business in Ireland and to ensure that the relevant stationery, website and e-mail templates are updated following any changes to any of the company information displayed.

Failure to comply with these requirements is a category four offence and could result in a fine of up to €5,000.

For more information on optimal compliance, contact a member of our Corporate Governance & Compliance team.

The content of this article is provided for information purposes only and does not constitute legal or other advice.