An often overlooked area of Companies Act 2014, Section 151dictates numerous requirements a company must meet with regards to their business letters.

All business letters, must include the following;

• The full company name – abbreviations permittedare ‘Ltd’ for Limited, ‘Teo’ for Teoranta, ‘PLC’ for Public Limited Company, ‘CLG’ for Company Limited by Guarantee, ‘DAC’ for Designated Activity Company,
• The forenames and surname of all directors and their nationality if not Irish (Section 151(1)(a) Companies Act 2014),
• Place of registration
• Registration number for the company as perthe certificate of incorporation,
• Registered Office Address.

The following additional particulars must be shown on letters and order forms of limited liability companies, whether they are in paper form or any other medium (such as email or faxes);

• the legal form of the company,
• place of registration and registration number as per certificate of incorporation,
• address of the 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 use the company type (Companies Limited by Guarantee/Designated Activity Companies) as part of its name, the fact that it is such a company,
• in the case of a company which is being wound up, the fact that it is so,
• if the share capital of a company is mentioned on letterheads or order forms of a company, the reference must be to the paid-up share capital,

These particulars apply only to business letters and order forms and do not need to be included on delivery notes or invoices.If a Company has exemption from including ‘Designated Activity Company’ under S.971 CA2014 OR ‘Company Limited by guarantee’ under S.1180 CA2014 they must disclose that they are limited.

Exemptions to these requirements

If a company has frequent changes in directors, it is possible to apply for an exemption to include all forenames and surnames of each director on company letter heads, as outlined under Section 151(5) of Companies Act 2014.

The Department of Business, Enterprise and Innovation (DJEI) issued guidelines for companies who seek such exemption:

• There must be a minimum of two director changes per year in any three consecutive years as registered with the CRO;
• The company must be up to date with its annual returns;
• A sub co applying for said exemption, where its parent co already has the exemption, will be granted the exemption provided the parent’s returns are up t date with the CRO;
• A sample of the company’s current headed paper should be included with the exemption application and contain the relevant info outline in Section 151(1) and (2) of the Companies Act 2014.

Note: This exemption is valid for a Ten-year period after which the company will be required to show if the conditions are still being met.DJEI and the Minister have the right to change the conditions and withdraw the exemption at ant time.

Do Business Name’s need to be included?

If a company carries on business under a business name, the name of the proprietor of the business name i.e., the name of the company must be shown on all business letters. The business name should of course be registered in the Companies Registration Office if you are trading with a name other than your own personal name. The fact that a company may be carrying on business under a business name does not exempt it from any of the above requirements.

Company Website Requirements

If a limited liability company has a website, it must display, either on its homepage or be identified on its homepage, an accessible section on which the following company information appears;

• the name and legal form of the company,
• the place of registration of the company,
• the number with which it is registered,
• the address of the registered office of the company,
• in the case of a company exempt from the obligation to use the company type (Companies Limited by Guarantee/Designated Activity Companies) as part of its name, the fact that it is such a company,
• in the case of a company which is being wound up, the fact that it is being wound up,
• if the share capital of a company is mentioned on the website, the reference must be to the paid-up share capital.

What if a Company is being wound up?

Where any company type is being wound up, every invoice, order for goods, or business letter issued by or on behalf of the company should contain a statement that the company is being wound up. Where any company type has had a receiver appointed over property of the company, every invoice, order for goods or business letter issued by or on behalf of the company should contain a statement that a receiver has been appointed.

Miscellaneous

It is important to note not only are there requirements for business letters, but every Irish company is also required by the Companies Act 2014 to affix its name outside of any office or place of business in a legible and obvious manner.

The company name must also be included in any notices, publications, bills, cheques, invoices, receipts etc.

Are there penalties to the above?

If a companycontravenes subsection (1)(a) or (b), the company and any officer of it who is in default shall be guilty of a category 4 offence.

49. (1) A company—

(a) shall display its name in a conspicuous position, in letters easily legible, outside every office or place in which its business is carried on and at its registered office; and

(b) shall have its name mentioned in legible characters in each of the following:

(i) all notices and other official publications of the company;

(ii) all bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by or on behalf of the company;

(iii) all invoices, receipts and letters of credit of the company.

Alongside this Under S.47 CA2014If an officer of a company or any person on its behalf does any of the following things, the officer or person shall be guilty of a category 4 offence.

47. (2)(b) issues or authorises the issue of any business letter of the company or any notice or other official publication of the company, or signs or authorises to be signed on behalf of the company any bill of exchange, promissory note, endorsement, cheque or order for money or goods, in which its name is not mentioned in the manner described in section 49 ;

(c) issues or authorises the issue of any invoice, receipt or letter of credit of the company in which its name is not mentioned in the manner described in section 49 .

(3) In the circumstances of his or her doing a relevant thing mentioned in subsection (2) (b), the officer or other person shall be personally liable to the holder of the bill of exchange, promissory note, cheque or order for money or goods for the amount thereof unless—

(a) it is duly paid by the company; or

(b) it appears to the court that no injustice will be done by imposing liability for the amount on the company.

Given the penalties above it is important Companies and their officers give due care to ensure any document they issue on behalf of the Company is stated correctly.

The contents of this article are meant as a guide only and are not a substitute for professional advice. The author/s accept no responsibility for any action taken, or refrained from, as a result of the material contained in this document. Specific advice should be obtained before acting or refraining from acting, in connection with the matters dealt with in this article. The information at the time of publishing was accurate and could be subject to final changes.