Companies' Disclosure Requirements

Author:Ms Catherine Hicks
Profession:Dillon Eustace
 
FREE EXCERPT

The rationale behind the disclosure requirements placed on

companies is to provide their creditors, their customers and

general members of the public with a means of identifying the

relevant party to whom to look to for redress should they feel the

company has wronged them or caused damage to them. The legislation

which imposes these requirements on companies is comprised of

certain provisions of the Companies Act, 1963 – 2006 and

certain regulations1 implemented on foot of EU

Directives.

Company office

Section 114 of the Companies Act, 1963 requires a company to

display its name, in legible writing and in a conspicuous place, on

the outside of every office or place in which it carries on

business.

Company website, letters and order forms

Section 114 also requires a company to display its name in all

business letters of the company and all notices and other official

publications of the company. The basic requirement to display the

company name is expanded upon by the European Communities

(Companies) Regulations, 1973 (as amended) which sets out that

every company must include the following details on its website,

letters and order forms2:

the name and legal form of the company

place of registration and registered number

address of registered office

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 the share capital is mentioned, the reference must be to

paid-up share capital

For the purposes of the 1973 regulations, letters and order

forms means letters and order forms in paper form or any other

medium.

Bills of exchange, cheques, orders for money or goods

– personal liability of officers

The requirement to display the company's name under

section 114 extends to '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'. As

well as 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 and in all invoices, receipts and letters

of credit of the company.

If a director or secretary of a company signs or authorises the

signing of a bill of exchange or cheque, or an order for money or

goods, in a form which does not display the company's name

in accordance with the section 114...

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