Liability of a company
1. A company registered with the Registrar of Companies, has a legal personality distinct from its members or owners. Therefore the company itself can commit an offence and it is the company that must in general be prosecuted for it. The name of a limited company must end with the word "limited" or the abbreviation "ltd.".
2. A company need not have any employees.
3. The name of a public limited company must end with the words "public limited company" or the abbreviation "plc". 1 A public limited company is one whose shares are traded, as opposed to the simple limited company whose shares cannot be traded.
A public limited company may own subsidiaries that are simple limited companies. In all cases, proceedings must be taken against the company that is in breach itself- there is no option to proceed against the parent company unless that company is also in breach.
5. Directors, managers, employees and others may be liable as individuals under HSWA 1974, sections 7, 8, 36 and 37 in addition to the company's liability.
6. When enforcement action is taken against a registered company, the company must be correctly described in the notice, information and summons. Failure to do so can invalidate your enforcement action.
7. A company is obliged to state its full name, its registration number, and its registered address on all its business letters and order forms, and its name should appear outside every place where its business is carried on and on all its other correspondence and trading documents .
8. You should also make a search of the Companies Register 2, which will tell you:
- the company's correct name;
- its company number;
- the address of its registered office, which is where the summons or a copy thereof should be served; 3
- whether the company is in the process of being wound up.
9. You should double check whether a compulsory winding-up order has been made, by contacting the Insolvency Service quoting the company number.
Change of name or structure
10. It may be prudent to monitor the status of a company under investigation, to ensure that it is not dissolved without HSE's knowledge - see the section on Insolvency for more details. Once a company has been dissolved it no longer exists, so it would be impossible to issue proceedings against such a company, unless HSE was successful in an application to restore the company to the register. Such an application would be unusual and would be dependent on very strong public interest grounds. There is a facility on the Companies House website which allows anyone to set up a monitor alert on a company by registering and entering an email address and password. There is no charge for this facility and once set up, an email alert will be sent out every time a new document is registered at Companies House in relation to the company concerned. This would prompt the recipient to make further enquiries as to whether the status of the company had changed.
11. Where a company has changed its name, this does not affect any legal proceedings commenced against it. The company number will remain the same. Any legal proceedings that might have been continued or commenced against it under its former name may be continued or commenced against it under its new name. 4 This applies also when a company registered as limited is re-registered as unlimited, and when a company registered as unlimited is re-registered as limited. The company's former names will be listed on its record at Companies House.
12. Where company names have changed frequently or in short succession, it may be convenient to refer to previous names. For example, the Information could refer to "X Company Ltd., previously known as Y Company Ltd. and Z Company Ltd."
13. Many individuals and many companies use trading names, these have no legal status and so the 'real' name must be used. A person carrying on a business in a name other than his/her own must include his/her true name in business correspondence and documents, and also specify an address where documents can be served. There is also a requirement to display this information in a prominent position at every place of business.
14. If an individual or company uses a trading name this should be included in all correspondence, notice or information, for example 'Mr Roofing, trading as Roof-it' or 'Roofing Ltd., trading as Roof-it'.
15. In a partnership, the fact that the individual is a partner in the business should also be stated, for example 'Mr Roofing, Partner in Roofing Partnership'.
- Companies Act 2006 s58. Back to reference of footnote 1
- This can be done for all UK companies via Internet at The Companies House Website. Back to reference of footnote 2
- Companies Act 2006 s1139. Back to reference of footnote 3
- Companies Act 2006 s81. Back to reference of footnote 4