Using Company Numbers in the Introductory Clause

In this comment to an October 2007 post, reader Michael Fleming said the following:

Speaking of things we find in the introductory clause—How about some research and commentary into the British drafting habit (or is it a requirement???) of including the “company number” as part of the name of the corporate party (e.g., “Top Hat, Ltd., a United Kingdom corporation, company number LXQ493821”). I came across it once in a deal, thought it superfluous and struck it—I’m still smarting from the wounds inflicted by the opposing counsel.

In a quick search on EDGAR I found introductory clauses that offer a “company number” or “registration number” for parties not only from England and Commonwealth countries such as South Africa but also from countries as diverse as France, Dubai, Hungary, and Thailand.

Here are some off-the-top-of-my-head thoughts: Evidently in some countries, unlike the individual U.S. states, a registration number is necessary, or at least helpful, if you want to find out the status of a given entity. If that’s the case, including the registration number in the introductory clause could be useful. And doing so wouldn’t take up much space. So I have no particular problem with this usage.

One also sees the “registered office” of a party included in the introductory clause, but I’m less convinced that that’s useful, as a party’s address generally isn’t required to distinguish that party from any other entity with the same name. If the parties to a contract need to know each other’s addresses for purposes of giving notices under the contract, then include the addresses in the notices provision but not in the introductory clause.

I’d appreciate hearing from drafters who use company numbers in the introductory clause. Is this usage a matter of custom, or is it a requirement? Do you think it’s a good idea? If so, why? In your jurisdiction, what’s the proper way to refer to such numbers? And do you refer to the registered office in addition to, or instead of, the company number? If so, why?

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.