However, there are many provisions in the Companies Act 1985 ("CA 1985") as amended by the Companies Act ("CA 1989") which provide that every Officer who is in default is liable to a fine, and, for continued contravention, a daily default fine. It therefore can affect YOU personally.

The right to trade under the protection of a Limited Liability Company has its drawbacks which include the obligation to comply with the Companies legislation contained in the CA 1985 as amended by the CA 1989. In addition to many of the usual obligations such as the filing of Annual Returns and Accounts, and the filing of other Statutory Forms, there is a general obligation to ensure that all documentation prepared and sent out for and on behalf of the Company complies with certain minimum requirements.

The first of these is implicit from S.25 (2) CA 1985 which states, "in the case of a Company limited by Shares or by Guarantee ... the name must have "Limited" as its last word.

There are exceptions to this contained in S.30 CA 1985 which exempts certain companies from these requirements but these are generally companies limited by guarantee or those created by virtue of a license under Section 19 of The Companies Act 1948. All Company documentation, whether it be letters, purchase orders, invoices etc must therefore state the Company's name and be followed by the word 'limited' evidencing that the members liability is Limited.

This basic principle is further elaborated upon in S.349 CA 1985 which provides that every Company shall have its name mentioned in legible characters; in all business letters of the Company; in all its notices and other official publications; in 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 its bills of parcels, invoices, receipts and letters of credit.

If the Company fails to comply with S.349(1) CA 1985 it is liable to a fine.

If an Officer of a Company or a person on its behalf issues or authorises the issue of any business letter of the Company, or any notice or other official publication of the Company in which the Company's name is not mentioned, or, issues or authorises the issue of any bills of parcels, invoices, receipts or letters of credit of the Company in which its name is not mentioned, he or she is liable to a fine.

S.351(1) CA 1985 provides that every Company shall ensure that the Company's place of registration, the number with which it is registered and the address of its registered office shall be mentioned in legible characters in all business letters and order forms of the Company.

The provisions contained in the CA 1985 are supplemented by the Business Names Act 1985 ("BNA") which permits the Company to carry on business under a name other than its corporate name subject to certain regulations.

The Company may, in principle, adopt any name as a business name (which need not be registered) although the use of certain words requires the written approval of the Secretary of State (S.2 & S.3 BNA 1985). In addition, S.4 BNA 1985 mirrors S.349 CA 1985 by providing that where a business name is used that is not the corporate name, there must be disclosure of the corporate name (including the word "Limited") and the disclosure of an address within Great Britain for service of all business letters etc.

Any Company which fails to comply with the provisions of either statute without reasonable excuse is liable to a fine.

However, and perhaps of greater concern is the fact that the same liability extends to Officers of the Company including Directors, managers, Company Secretaries, other similar Officers and persons purporting to act in any of these capacities.

In addition, Shareholders who manage the affairs of the Company may also be liable to a fine if the offence is committed with their knowledge or consent.

Our Advice to You
You should therefore now review all of your corporate documentation, including at the very least all of the documents mentioned above in order to establish whether or not your paperwork is compliant!