Trade name

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A trade name, trading name, or business name is a pseudonym frequently used by companies to operate under a name different from their registered, legal name. The term for this type of alternative name is a "fictitious" business name. Registering the fictitious name with the relevant government body is often required.

A pseudonym or alias is a name that a person or group assumes for a particular purpose, which can differ from their first or true name (orthonym). The term is not used when a new name entirely replaces an individual's own.

Legal name is the name that identifies a person for legal, administrative and other official purposes. A person's first legal name generally is the name of the person that was given for the purpose of registration of the birth and which then appears on a birth certificate, but may change subsequently. Most jurisdictions require the use of a legal name for all legal and administrative purposes, and some jurisdictions permit or require a name change to be recorded at marriage. The legal name may need to be used on various government issued documents. The term is also used when an individual changes their first or full name, typically after reaching a certain legal age.

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In a number of countries, the phrase "trading as" (abbreviated to t/a) is used to designate a trade name. In the United States, the phrase "doing business as" (abbreviated to DBA, dba, d.b.a. or d/b/a) is used, [1] among others, such as assumed business name [2] or fictitious business name. [3] In Canada, "operating as" (abbreviated to o/a) and "trading as" (abbreviated to T/A) are used, although "doing business as" is also sometimes used. [4]

United States Federal republic in North America

The United States of America (USA), commonly known as the United States or America, is a country comprising 50 states, a federal district, five major self-governing territories, and various possessions. At 3.8 million square miles, the United States is the world's third or fourth largest country by total area and is slightly smaller than the entire continent of Europe. With a population of over 327 million people, the U.S. is the third most populous country. The capital is Washington, D.C., and the most populous city is New York City. Most of the country is located contiguously in North America between Canada and Mexico.

Canada Country in North America

Canada is a country in the northern part of North America. Its ten provinces and three territories extend from the Atlantic to the Pacific and northward into the Arctic Ocean, covering 9.98 million square kilometres, making it the world's second-largest country by total area. Its southern border with the United States, stretching some 8,891 kilometres (5,525 mi), is the world's longest bi-national land border. Canada's capital is Ottawa, and its three largest metropolitan areas are Toronto, Montreal, and Vancouver.

A company typically uses a trade name to conduct business using a simpler name rather than using their formal and often lengthier name. Trade names are also used when a preferred name cannot be registered, often because it may already be registered or is too similar to a name that is already registered.

Fictitious business names do not create separate legal entities. [1] The distinction between a registered legal name and a fictitious business name, or trade name, is important because fictitious business names may not always identify the entity that is legally responsible. Legal agreements such as contracts are normally made using the registered legal name of the business; and the legal name must be used whenever a business sues or is being sued.

In law, liable means "responsible or answerable in law; legally obligated." Legal liability concerns both civil law and criminal law and can arise from various areas of law, such as contracts, torts, taxes, or fines given by government agencies. The claimant is the one who seeks to establish, or prove, liability.

In English, trade names are generally treated as proper nouns. [5]

By country

Canada

In some Canadian jurisdictions, such as Ontario, when a businessperson writes a trade name on a contract, invoice, or cheque, he or she must also add the legal name of the business. [6]

Jurisdiction is the practical authority granted to a legal body to administer justice within a defined field of responsibility, e.g., Michigan tax law. In federations like the United States, areas of jurisdiction apply to local, state, and federal levels; e.g. the court has jurisdiction to apply federal law.

Ontario Province of Canada

Ontario is one of the 13 provinces and territories of Canada. Located in Central Canada, it is Canada's most populous province accounting for 38.3 percent of the country's population, and is the second-largest province in total area. Ontario is fourth-largest jurisdiction in total area when the territories of the Northwest Territories and Nunavut are included. It is home to the nation's capital city, Ottawa, and the nation's most populous city, Toronto, which is also Ontario's provincial capital.

Numbered companies will very often operate as something other than their legal name, which is unrecognizable to the public.

A numbered company is a corporation given a generic name based on its sequentially assigned registration number. For instance, an entity incorporated under the Canada Business Corporations Act and assigned the corporation number 1234567 would be entitled to register "1234567 Canada Inc." as its legal name. Similarly, in Australia, a company assigned the Australian Company Number 123 456 789 upon registration can have its legal name as "123 456 789 Pty Ltd".

Chile

In Chile, a trade name is known as a nombre de fantasía ('fantasy' or 'fiction' name), and the legal name of business is called a razón social (social name).

Brazil

In Brazil, a trade name is known as a nome fantasia ('fantasy' or 'fiction' name), and the legal name of business is called razão social (social name).

Japan

In Japan, the word yagō (屋号) is used.

Singapore

In Singapore, there is no filing requirement for a "trading as" name, however, there are requirements for disclosure of the underlying business or company's registered name and unique entity number. [7]

United Kingdom

In the United Kingdom, there is no filing requirement for a "trading as" name, however, there are requirements for disclosure of the owner's true name and some restrictions on the use of certain names. [8]

United States

In several U.S. states, DBAs are officially referred to using another term. Oregon uses Assumed Business Names; [9] Washington calls DBAs trade names; [10] other states refer to trade styles or fictitious business names.

For consumer protection purposes, many U.S. jurisdictions require businesses operating with fictitious names to file a DBA statement, though names including the first and last name of the owner may be accepted. [11] This also reduces the possibility of two local businesses operating under the same name, although some jurisdictions do not provide exclusivity for a name, or may allow more than one party to register the same name. Note, though, that this is not a substitute for filing a trademark application. A DBA filing carries no legal weight in establishing trademark rights. [12] In the U.S., trademark rights are acquired by use in commerce, but there can be substantial benefits to filing a trademark application. [13] Sole proprietors are the most common users of DBAs. Sole proprietors are individual business owners who run their businesses themselves, and are typically newer to the small business game. [ citation needed ] Since most people in these circumstances use a business name other than their own name, [ citation needed ] it's often necessary for them to get DBAs.

Generally, a DBA must be registered with a local or state government, or both, depending on the jurisdiction. For example, California, Texas and Virginia require a DBA to be registered with each county (or independent city in the case of Virginia) where the owner does business. Maryland and Colorado have DBAs registered with a state agency. And Virginia requires corporations and LLCs to file a copy of their registration with the county or city to also be registered with the State Corporation Commission.

DBA statements are often used in conjunction with a franchise. The franchisee will have a legal name under which it may sue and be sued, but will conduct business under the franchiser's brand name (which the public would recognize). A typical real-world example can be found in a well-known pricing mistake case, Donovan v. RRL Corp., 26 Cal. 4th 261 (2001), where the named defendant, RRL Corporation, was a Lexus car dealership doing business as "Lexus of Westminster", but remaining a separate legal entity from Lexus, a division of Toyota Motor Sales, U.S.A., Inc.

In California, filing a DBA statement also requires that a notice of the fictitious name be published in local newspapers for some set period of time to inform the public of the owner's intent to operate under an assumed name. The intention of the law is to protect the public from fraud, by compelling the business owner to first file or register his fictitious business name with the county clerk, and then making a further public record of it by publishing it in a newspaper. [14] Several other states, such as Illinois, require print notices as well. [15]

See also

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References

  1. 1 2 Pinkerton's, Inc. v. Superior Court , 49 Cal. App. 4th 1342, 1348-49, 57 Cal. Rptr. 2d 356, 360 (1996) (collecting cases and explaining "doing business as" phrase).
  2. "Search". SOSNC.gov. North Carolina Secretary of State. 2018. Retrieved June 20, 2018.
  3. California Business and Professions Code Section 17900 et seq.
  4. "Business Registration". BusinessRegistration.ca. 2015. Retrieved 17 March 2016.
  5. Gary Blake and Robert W. Bly, The Elements of Technical Writing, pg. 57. New York: Macmillan Publishers, 1993. ISBN   0020130856
  6. Business Names Act , R.S.O. 1990, c. B.17, s. 2(6)
  7. "Govt iFAQ". www.ifaq.gov.sg. Retrieved 2017-12-06.
  8. Companies House Booklet GP1, Chapter 10
  9. Oregon Business Information Center FAQ from the Oregon Secretary of State
  10. Washington State Department of Licensing FAQ: Trade name registration Archived 2013-06-06 at the Wayback Machine
  11. "Doing Business As: What Is It and Do You Need It?; Freshbooks Blog May 7, 2013".
  12. "Protecting Your Trademark" (PDF). booklet. US Patent and Trademark Office. Retrieved 1 January 2013.
  13. Hanson, Mary. "Corporate Names, Trade Names, Trademarks, and Fictitious Names". The Business Advisor. Retrieved 1 January 2013.
  14. "Publication Requirements For DBA in Los Angeles". Signature Filing.
  15. "805 ILCS 405/ Assumed Business Name Act". www.ilga.gov. Retrieved 2018-02-21.