UK Offence Report

1 Where a company fails, without reasonable excuse, to comply with any requirement in regulations 2 to 9, an…

regulation 10(1) of The Companies (Trading Disclosures) Regulations 2008 (revoked)

This offence was read from the text as made, and no revised version was available, so a later revocation could not be ruled out. Check the current text at legislation.gov.uk.

What the provision says

1 Where a company fails, without reasonable excuse, to comply with any requirement in regulations 2 to 9, an offence is committed by— a the company; and b every officer of the company who is in default.

Text as made, from legislation.gov.uk. © Crown copyright, reused under the Open Government Licence v3.0. This is the text as originally made; later amendments are not shown here.

Who it binds, and what has to be proved

Binds
a company
Conduct
breaching the provision
Fault element
Strict liability
Burden of proof
An element of the offence, for the prosecution to prove

The prosecution must prove that the conduct happened. This is a strict liability offence as drafted: the provision uses no word of intention, knowledge, recklessness or negligence, so there is no need to show that a company meant to do it, knew about it, or was careless.

Intention, knowledge and carelessness are irrelevant to guilt. They may still matter a great deal to sentence.

“Without reasonable excuse” here is an element of the offence rather than a defence, so its absence is for the prosecution to prove (R v Charles [2009] EWCA Crim 1570).

Classifier’s reasoning: no word of intention, knowledge, recklessness or negligence in the offence or its provision; qualified by reasonable excuse (an element; prosecution disproves once raised).

The defence, as drafted

1 Where a company fails, without reasonable excuse, to comply with any requirement in regulations 2 to 9, an offence is committed by— a the company; and b every officer of the company who is in default.

What would breach regulation 10(1)?

These are illustrations, not law. They are generated from the provision’s own words to show the shape of the offence. Whether any particular conduct is caught depends on the full text, on any amendment since, and on the facts.

  1. Doing what the provision prohibits, or failing to do what it requires under the Companies (Trading Disclosures) Regulations 2008.

Penalty

Mode of trial
Summary only — tried in a magistrates’ court
Maximum fine
£1,000
Standard scale
Level 3
Maximum prison (summary)
Not determined

Sentencing

Offences of this kind are usually sentenced under the guidelines below. This is a mapping by subject, not a finding about this provision, and the links go to a search of the Sentencing Council’s own site.

Prosecution figures

No published per-offence figure was found for this provision, and it could not be matched to a Ministry of Justice offence code. Offences created by statutory instrument very largely do not have one. Absence of a figure is not evidence that the offence is unused.

Status and lifecycle

Current status
Status not determined
Made
23 February 2008
In force from
1 October 2008
Extent
Not stated

How this was established: read from the text as made; no revised version available, so later revocation could not be ruled out.

What the instrument is for

(This note is not part of the Regulations) — the explanatory note published with the instrument, © Crown copyright.

These Regulations deal with trading disclosures to be made by a company. All displays and disclosures required by these Regulations are to be in characters which can be read with the naked eye (regulation 2). Regulation 3 specifies that a company’s registered name must be displayed at the registered office and other places at which records are kept for inspection. This regulation does not apply to any company which is “dormant” as defined in section 1169 of the Companies Act 2006 (c.46) (“the Act”). Regulation 4 applies to locations other than those referred to in regulation 3. Regulation 4 specifies that a company’s registered name must also be displayed at any location at which it carries on business. This regulation does not apply to a location which is primarily used for living accommodation. Regulation 5 sets out the manner in which a company is required to display its registered name. The name must be positioned so that it can easily be seen by any visitor to the premises (regulation 5(2)). The name must also be displayed continuously unless the multiple occupation exception set out in regulation 5(3) applies. Regulation 6(1) specifies the documentation on which a company’s registered name should appear. A company must also display its registered name on its websites (regulation 6(2)). Regulation 7 sets out the particulars, in addition to the registered name, which should appear on a company’s business letters, order forms and websites. The reference to registration in a particular part of the United Kingdom is to registration by the Registrar of Companies for that part of the United Kingdom (section 1060 of the Act). Regulation 7 implements Article 4 (apart from references to a company being wound up) of Directive 2003/58/EC of the European Parliament and the Council of 15th July 2003, amending Council Directive 68/151/EEC, as regards disclosure requirements in respect of certain types of companies (O.J. L221, 4.9.2003, p.13). These requirements in Article 4 were previously implemented by regulation 6 and the Schedules to the Companies (Registrar, Languages and Trading Disclosures) Regulations 2006 (S.I. 2006/3429) which amended provisions of the Companies Act 1985 (c.6) (“the 1985 Act”) and the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6.)) (“the 1986 Order”). Those provisions of the 1985 Act and 1986 Order are repealed on 1st October 2008. Where a company’s business letter includes the name of a director of that company, other than in the text or as a signatory, the letter must disclose the name of every director of that company (regulation 8). Regulation 9 deals with disclosures relating to the registered office and any other place at which the company keeps records available for inspection under the Companies Acts. “Working day” is defined in section 1173(1) of the Act. It is an offence to fail to comply with a requirement of these Regulations and for these purposes a shadow director is to be treated as an officer of the company (regulation 10). Regulation 11 revokes regulation 6 of and the Schedules to S.I. 2006/3429. An Impact Assessment in respect of these Regulations has been produced and copies are available from the Company Law and Governance Directorate, Department for Business, Enterprise and Regulatory Reform, 1 Victoria Street, London, SW1H 0ET or on www.berr.gov.uk/bbf/co-act-2006.

Read the full note and every offence in this instrument

How this was identified as an offence

Everything above rests on the judgement that this provision creates a criminal offence, rather than mentioning one. That judgement is made by rule, from the words of the provision, and this is the rule that made it — with a confidence of 0.55.

Basis
c06_offence_committed
Confidence
0.55 of 1.00

A provision that states a penalty for an offence created elsewhere can read very like one that creates an offence, and the rules can mistake the one for the other. If the text quoted above sets a penalty for something made an offence by another provision, treat the classification on this page with that in mind, and read the instrument.

Check the source