(1) If an officer of a company or any person on its behalf does any of the following things, the officer or person shall be guilty of a category 4 offence.
(2) Those things are:
- uses or authorises the use of any seal purporting to be a seal of the company on which its name is not engraved in legible characters;
- issues or authorises the issue of any business letter of the company or any notice or other official publication of the company, or signs or authorises to be signed on behalf of the company any bill of exchange, promissory note, endorsement, cheque or order for money or goods, in which its name is not mentioned in the manner described in section 49;
- issues or authorises the issue of any invoice, receipt or letter of credit of the company in which its name is not mentioned in the manner described in section 49.
(3) In the circumstances of his or her doing a relevant thing mentioned in subsection (2) (b), the officer or other person shall be personally liable to the holder of the bill of exchange, promissory note, cheque or order for money or goods for the amount thereof unless—
- it is duly paid by the company; or
- it appears to the court that no injustice will be done by imposing liability for the amount on the company.
Section 47 sets out a number of offences, at category 4 level, in respect of the use of the company seal or the issue of a range of documents where the company’s name is not properly displayed. Subsection (3) provides for circumstances where an officer of the company or another person who commits the offences may be personally liable to the other party. This section derives from section 114(4) of the Companies Act 1963, although a wider discretion has now been vested in the court as regards the imposition of personal liability under subsection (3).