How to describe a company

Companies often need to sign documents provided from abroad. The way companies are described in those documents varies, but often they do not clearly or correctly describe the company involved. For example:

  • stating that a company is incorporated in the UK:
    • In the UK companies are incorporated in the part of the UK where they have their registered office;
    • For example: a company having its registered office in London, will be registered in England and Wales
  • not stating the registered number of the company:

    • In the UK it is possible to change the name of a company but not its registered number;
    • In some other countries it is not possible to change either;
  • not stating the registered office:

    • by convention for UK companies the registered office is stated;
    • it is possible to use any other address, but by convention the principal business address is stated;
  • not stating the full name of the company:

    • the full (proper) name of the company is that found on its certificate of incorporation (or on the Companies House website);
    • the registered name must appear in all documents that a company produces[^1]

Why does this matter

There is normally no problem where there is no doubt to which company the document refers to. For example, if there is only one MegaCorp Limited in the UK, and missing any of the details (or including the full details) described above is unlikely to cause a problem if there is a dispute. This is subject to two points, for companies incorporated in the UK:

  1. All documentation issued by a company must display its full, registered, name[^1].
  2. For some documentation (such as business letters, order forms, and websites) in addition to the full, registered name:

    1. the part of the UK in which it is registered;
    2. its registered name; and
    3. its registered office;
      also need to be stated[^2], both in printed and electronic documentation[^3].
      However,
  3. some countries have a high standard of formality as to the contents and accuracy of documents. Not stating all the details or the correct details may cause a problem;

  4. some companies are part of a group of companies. Companies in the group may have similar names, such as MegaCorp Holdings 1 Limited, MegaCorp Holdings 2 Limited, Mega Corp Holdings UK 1 Limited, MegaCorp Holdings UK 2 Limited. If the companies enter into a large number of agreements etc then if the registered number is not stated, a typo or rigorous administration may not may it make it clear which particular company has entered into the agreement. Also where there are a group of companies, if there is a reorganisation or a takeover, then without use of the registration number, it is harder and more time consuming to work out which existing agreements and other documents relate to any new names.

How to describe a company

Commercial documents in the UK usually set out the details regarding a company in the following way:

MEGACORP LIMITED a [private limited company][a public limited company][a company limited by guarantee] incorporated in England Wales under company registration number 123456789 and whose registered office is at 45 Main Road, Somewhereville, EX12 8XP

or

MEGACORP LIMITED a [private limited company][a public limited company][a company limited by guarantee] incorporated in England Wales under company registration number 123456789 and whose principle place of business is at 45 Main Road, Somewhereville, EX12 8XP.

[^1]: Company (Trading Disclosures) Regulations 2008, reg. 7.

[^2]: Company (Trading Disclosures) Regulations 2008, reg. 7. A power of attorney or a shareholder’s resolution is unlikely to come into this category, but a commercial contract may come within the category of an ‘order form’.

[^3]: Company (Trading Disclosures) Regulations 2008, reg. 1(d).

Advertisements

Power-mad attorneys in Spain

The problem

If you are involved in a property transaction in Spain you will be almost invariably provided with a power of attorney to sign[^1]. And almost, just as invariably, the power of attorney will include the following 5 type of clauses:

  1. the attorney has the power to buy any property/goods on your behalf at the price and on what conditions the attorney wishes;
  2. the attorney has the power to sell any property/goods on your behalf at the price and on what conditions the attorney wishes;
  3. the attorney has the power to open and operate bank accounts on your behalf (sometimes the power extends to borrowing money in your name); and
  4. the attorney has the power to act in conflict to your best interests[^2]; and
  5. the attorney can delegate her/his powers to other people, who need not be lawyers.

Although there is no explicit wording, the power of attorney does not have an expiry date[^3].

A very one-sided agreement which most people would not to sign. But most people do sign just such document…

Continue reading

England is not the UK for a company

Problem

Documents prepared in another country but needing signing in England by a company often state that the country of incorporation is the UK.

Technically this is incorrect. In fact the country of incorporation is the place where the registered office of the company (e.g. in England and Wales or Scotland or Northern Ireland, etc).

What is the solution?

Continue reading