Entrepreneur's data in company letters and contracts
The regulations state that with due to the safety of business transactions and protection against misleading potential consumers or contractors the company should disclose some information about itself when dealing with the other party. What are the entrepreneur's mandatory data in company letters?
What data of the entrepreneur should be provided in the letters by a sole proprietorship?
The Act on the freedom of economic activity, in force until 30/04/2018, in Art. 21 stipulates that if the entrepreneur offers his goods in direct sale or online sale, he should obligatorily include in his offer:
company name - indicating the legal form, and in the case of a natural person - the name and surname of the entrepreneur and the name under which he conducts business activity,
NIP (tax identification number).
In turn, art. 16 of the Act states that the entrepreneur is obliged to include his NIP in written declarations in connection with the activity performed.
What data of the entrepreneur should be provided in the letters by the company?
What data should be provided by an entrepreneur operating in the form of companies is provided in Art. 34 of the Act on the National Court Register and the Code of Commercial Companies.
The above-mentioned legal acts indicate that entities entered in the national court register are required to include the following data in written declarations issued in the scope of conducting business activity:
company or name,
designation of the legal form of the activity performed,
headquarters and address of the company,
NIP (tax identification number),
designation of the registration court where the registration files are kept.
However, in all letters and commercial orders, as well as on websites, entrepreneurs operating in the form of companies should include the following information:
company name, its seat and address,
designation of the registration court where the company's documentation is stored and the number under which it is entered in the register,
tax identification number (NIP),
the amount of the share capital, and for the company, the contract of which was concluded using the template contract, until the share capital is covered, also the information that the required contributions to the share capital have not been made.
The court may impose a fine of up to PLN 5,000 for failure to comply with the above disclosure obligations.
With the exception of limited liability companies the obligation to provide information data does not apply to declarations of will addressed to persons remaining in permanent contractual relations with the company.
Persons remaining in permanent contractual relations with the company are, for example, regular customers; a declaration of will is, for example, commercial offers, messages. Therefore, if the letters are addressed to regular customers of the companies, there is no statutory obligation to provide the above-mentioned company data.
In what form should the entrepreneur's data be presented in the letters?
The regulations do not set requirements as to the form of providing the entrepreneur's data, providing at least the applicable data can be done, for example, by entering them each time when creating a document, using letterhead, which will avoid entering the company's data individually with each new letter or on a stamp.
It is a good practice to set the valid company data in the footer of the e-mail.
If the company has a website, it should also contain the company's data, e.g. in the address data.
Does the business constitution change anything?
The business constitution (at the draft stage), which enters into force on April 30, 2018, abolishes the current law on freedom of economic activity. Until now, it was the Freedom Act that prescribed the data that the entrepreneur should provide in business contacts. Now, the relevant provisions can be found in the Entrepreneurs' Law and the Act on the Central Register and Information on Economic Activity and the Information Point for Entrepreneurs - these are two out of five acts included in the Business Constitution package.
As for the requirement of what the entrepreneur's data should be in company letters and business contacts, the business constitution does not change these requirements - both before and after the entry of the constitution for business, the entrepreneur is obliged to provide the same data. The provisions from the abolished Act on Freedom of Business were transferred to the Entrepreneurs' Law (old Articles 16 and 21 were merged into Article 20 of the Business Constitution) - without changing anything in this respect.