Name that a business trades under for commercial purposes
A
trade name
,
trading name
, or
business name
is a
pseudonym
used by companies that do not operate under their registered company name. The term for this type of alternative name is a "fictitious" business name.
[1]
Registering the fictitious name with a relevant government body is often required.
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]
[2]
among others, such as
assumed business name
[3]
or
fictitious business name
.
[4]
In Canada, "
operating as
" (abbreviated to
o/a
) and "trading as" are used, although "doing business as" is also sometimes used.
[5]
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.
Legal aspects
[
edit
]
Using one (or more) fictitious business name(s) does not create one (or more) separate legal entities.
[2]
The distinction between a registered legal name and a fictitious business name, or trade name, is important because fictitious business names do 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. If a corporation fails to consistently adhere to such important legal formalities like using its registered legal name in contracts, it may be subject to
piercing of the corporate veil
.
[6]
In English, trade names are generally treated as
proper nouns
.
[7]
By country
[
edit
]
Argentina
[
edit
]
In
Argentina
, a trade name is known as a
nombre de fantasia
('fantasy' or 'fiction' name), and the legal name of business is called a
razon social
(social name).
Brazil
[
edit
]
In
Brazil
, a trade name is known as a
nome fantasia
('fantasy' or 'fiction' name), and the legal name of business is called
razao social
(social name).
Canada
[
edit
]
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.
[8]
Numbered companies
will very often operate as something other than their legal name, which is unrecognizable to the public.
Chile
[
edit
]
In
Chile
, a trade name is known as a
nombre de fantasia
('fantasy' or 'fiction' name), and the legal name of business is called a
razon social
(social name).
Ireland
[
edit
]
In
Ireland
businesses are legally required to register business names where these differ from the surname(s) of the sole trader or partners, or the legal name of a company. The
Companies Registration Office
publishes a searchable register of such business names.
[9]
Japan
[
edit
]
In
Japan
, the word
yag?
(
屋?
)
is used.
Kenya
[
edit
]
Nigeria
[
edit
]
In
Colonial Nigeria
, certain tribes had members that used a variety of trading names to conduct business with the Europeans. Two famous examples were King
Perekule VII
of
Bonny
, who was known as
Captain Pepple
in trade matters, and King
Jubo Jubogha
of
Opobo
, who bore the pseudonym
Captain Jaja
. Both Pepple and Jaja would bequeath their trade names to their royal descendants as official
surnames
upon their deaths.
Singapore
[
edit
]
In
Singapore
, there is no filing requirement for a "trading as" name, but there are requirements for disclosure of the underlying business or company's registered name and unique entity number.
[10]
United Kingdom
[
edit
]
In the
United Kingdom
, there is no filing requirement for a "business name", defined as "any name under which someone carries on business" that, for a company or limited liability partnership, "is not its registered name", but there are requirements for disclosure of the owner's true name and some restrictions on the use of certain names.
[11]
United States
[
edit
]
A minority of U.S. states, including
Washington
, still use the term
trade name
to refer to "doing business as" (DBA) names.
[12]
In most U.S. states now, however, DBAs are officially referred to using other terms. Almost half of the states, including
New York
and
Oregon
, use the term
Assumed Business Name or Assumed Name;
[13]
[14]
nearly as many, including
Pennsylvania
, use the term
Fictitious Name.
[15]
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.
[16]
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.
[17]
In the U.S., trademark rights are acquired by use in commerce, but there can be substantial benefits to filing a trademark application.
[18]
Sole proprietors
are the most common users of DBAs. Sole proprietors are individual business owners who run their businesses themselves. Since most people in these circumstances use a business name other than their own name,
[
citation needed
]
it is 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. Virginia also requires corporations and LLCs to file a copy of their registration with the county or city to 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, USA, 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.
[19]
Several other states, such as
Illinois
, require print notices as well.
[20]
Uruguay
[
edit
]
In
Uruguay
, a trade name is known as a
nombre fantasia
, and the legal name of business is called a
razon social
.
See also
[
edit
]
References
[
edit
]
- ^
a
b
LoPucki, Lynn M.
; Verstein, Andrew (2021).
Business Associations: A Systems Approach
. Frederick, Maryland: Aspen Publishing. pp. 60?61.
ISBN
9781454898948
. Retrieved
January 2,
2024
.
- ^
a
b
Pinkerton's, Inc. v. Superior Court
Archived
2016-12-30 at the
Wayback Machine
, 49 Cal. App. 4th 1342, 1348-49, 57 Cal. Rptr. 2d 356, 360 (1996) (collecting cases and explaining term of art "doing business as" (DBA)).
- ^
"Search"
.
SOSNC.gov
.
North Carolina Secretary of State
. 2018.
Archived
from the original on December 26, 2019
. Retrieved
June 20,
2018
.
- ^
California Business and Professions Code Section 17900
Archived
2019-08-02 at the
Wayback Machine
et seq
.
- ^
"Business Registration"
. BusinessRegistration.ca. 2015.
Archived
from the original on 26 March 2016
. Retrieved
17 March
2016
.
- ^
Plimpton, Laura (2007).
Business Contracts: Turn Any Business Contract to Your Advantage
. Irvine: Entrepreneur Press. p. 7.
ISBN
9781613081303
.
Archived
from the original on 2023-03-27
. Retrieved
2023-03-19
.
- ^
Gary Blake
and
Robert W. Bly
,
The Elements of Technical Writing
, pg. 57.
New York
:
Macmillan Publishers
, 1993.
ISBN
0020130856
- ^
Business Names Act
, R.S.O. 1990, c. B.17, s. 2(6)
- ^
"Business Name Registration"
. Companies Registration Office.
Archived
from the original on 2022-02-01
. Retrieved
2022-02-01
.
- ^
"Govt iFAQ"
.
www.ifaq.gov.sg
. Archived from
the original
on 2014-07-26
. Retrieved
2017-12-06
.
- ^
"Incorporation and names"
.
Companies House
. 6 April 2022. Chapter 9 Business names.
- ^
Washington State Department of Licensing FAQ: Trade name registration
Archived
2013-06-06 at the
Wayback Machine
- ^
"NYS Division of Corporations, State Records and UCC"
. Dos.ny.gov. 2014-11-07.
Archived
from the original on 2020-02-13
. Retrieved
2020-03-09
.
- ^
Oregon Registering Your Business Name FAQ
Archived
2021-05-05 at the
Wayback Machine
from the Oregon Secretary of State
- ^
"Fictitious Names"
. Dos.pa.gov.
Archived
from the original on 2020-02-13
. Retrieved
2020-03-09
.
- ^
"Doing Business As: What Is It and Do You Need It?; Freshbooks Blog May 7, 2013"
. 2019-12-06.
Archived
from the original on 2015-01-10
. Retrieved
2015-09-26
.
- ^
"Protecting Your Trademark"
(PDF)
.
booklet
.
US Patent and Trademark Office
. Archived from
the original
(PDF)
on 4 February 2015
. Retrieved
1 January
2013
.
- ^
Hanson, Mary.
"Corporate Names, Trade Names, Trademarks, and Fictitious Names"
. The Business Advisor. Archived from
the original
on 4 March 2016
. Retrieved
1 January
2013
.
- ^
"Publication Requirements For DBA in Los Angeles"
.
Signature Filing
.
Archived
from the original on 2016-06-04
. Retrieved
2016-05-06
.
- ^
"805 ILCS 405/ Assumed Business Name Act"
.
www.ilga.gov
.
Archived
from the original on 2017-12-09
. Retrieved
2018-02-21
.