Trade name

Using one (or more) fictitious business name(s) does not create one (or more) 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 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.^[5]

In English, trade names are generally treated as proper nouns.^[6]

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Legal liability

Legal liability

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.

Contract

Contract

A contract is an agreement that specifies certain legally enforceable rights and obligations pertaining to two or more mutually agreeing parties. A contract typically involves the transfer of goods, services, money, or a promise to transfer any of those at a future date. In the event of a breach of contract, the injured party may seek judicial remedies such as damages or rescission. A binding agreement between actors in international law is known as a treaty.

Piercing the corporate veil

Piercing the corporate veil

Piercing the corporate veil or lifting the corporate veil is a legal decision to treat the rights or duties of a corporation as the rights or liabilities of its shareholders. Usually a corporation is treated as a separate legal person, which is solely responsible for the debts it incurs and the sole beneficiary of the credit it is owed. Common law countries usually uphold this principle of separate personhood, but in exceptional situations may "pierce" or "lift" the corporate veil.

Proper noun

Proper noun

A proper noun is a noun that identifies a single entity and is used to refer to that entity as distinguished from a common noun, which is a noun that refers to a class of entities and may be used when referring to instances of a specific class. Some proper nouns occur in plural form, and then they refer to groups of entities considered as unique. Proper nouns can also occur in secondary applications, for example modifying nouns, or in the role of common nouns. The detailed definition of the term is problematic and, to an extent, governed by convention.

Argentina

In Argentina, 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).

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.^[7]

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

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).

Ireland

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.^[8]

Japan

In Japan, the word yagō (屋号) is used.

Nigeria

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

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.^[9]

United Kingdom

In the United Kingdom, there is no filing requirement for a "trading as" name, but there are requirements for disclosure of the owner's true name and some restrictions on the use of certain names.^[10]

United States

A minority of U.S. states, including Washington, still use the term trade name to refer to "doing business as" (DBA) names;^[11] In most U.S. states now, DBAs are officially referred to using other terms; almost half of states, like New York and Oregon, use the term Assumed Business Name or Assumed Name;^[12][13] nearly as many, like Pennsylvania, use the term Fictitious Name.^[14]

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.^[15] 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.^[16] In the U.S., trademark rights are acquired by use in commerce, but there can be substantial benefits to filing a trademark application.^[17] 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, 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, 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.^[18] Several other states, such as Illinois, require print notices as well.^[19]

Uruguay

In Uruguay, a trade name is known as a nombre fantasía, and the legal name of business is called a razón social.

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Argentina

Argentina

Argentina, officially the Argentine Republic, is a country in the southern half of South America. Argentina covers an area of 2,780,400 km2 (1,073,500 sq mi), making it the second-largest country in South America after Brazil, the fourth-largest country in the Americas, and the eighth-largest country in the world. It shares the bulk of the Southern Cone with Chile to the west, and is also bordered by Bolivia and Paraguay to the north, Brazil to the northeast, Uruguay and the South Atlantic Ocean to the east, and the Drake Passage to the south. Argentina is a federal state subdivided into twenty-three provinces, and one autonomous city, which is the federal capital and largest city of the nation, Buenos Aires. The provinces and the capital have their own constitutions, but exist under a federal system. Argentina claims sovereignty over the Falkland Islands, South Georgia and the South Sandwich Islands, and a part of Antarctica.

Brazil

Brazil

Brazil, officially the Federative Republic of Brazil, is the largest country in South America and in Latin America. At 8.5 million square kilometers (3,300,000 sq mi) and with over 217 million people, Brazil is the world's fifth-largest country by area and the seventh most populous. Its capital is Brasília, and its most populous city is São Paulo. The federation is composed of the union of the 26 states and the Federal District. It is the only country in the Americas to have Portuguese as an official language. It is one of the most multicultural and ethnically diverse nations, due to over a century of mass immigration from around the world, and the most populous Roman Catholic-majority country.

Jurisdiction

Jurisdiction

Jurisdiction is the legal term for the legal authority granted to a legal entity to enact justice. In federations like the United States, areas of jurisdiction apply to local, state, and federal levels.

Numbered company

Numbered company

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

Chile

Chile, officially the Republic of Chile, is a country located in western South America. It is the southernmost country in the world and closest to Antarctica, stretching along a narrow strip of land between the Andes Mountains and the Pacific Ocean. With an area of 756,096 square kilometers (291,930 sq mi) and a population of 17.5 million as of 2017, Chile shares borders with Peru to the north, Bolivia to the northeast, Argentina to the east, and the Drake Passage to the south. The country also controls several Pacific islands, including Juan Fernández, Isla Salas y Gómez, Desventuradas, and Easter Island, and claims about 1,250,000 square kilometers (480,000 sq mi) of Antarctica as the Chilean Antarctic Territory. The capital and largest city of Chile is Santiago, and the national language is Spanish.

Ireland

Ireland

Ireland is an island in the North Atlantic Ocean, in north-western Europe. It is separated from Great Britain to its east by the North Channel, the Irish Sea, and St George's Channel. Ireland is the second-largest island of the British Isles, the third-largest in Europe, and the twentieth-largest in the world.

Companies Registration Office (Ireland)

Companies Registration Office (Ireland)

The Companies Registration Office registers and incorporates companies in Ireland and files their annual returns.

Japan

Japan

Japan is an island country in East Asia. It is situated in the northwest Pacific Ocean and is bordered on the west by the Sea of Japan, extending from the Sea of Okhotsk in the north toward the East China Sea, Philippine Sea, and Taiwan in the south. Japan is a part of the Ring of Fire, and spans an archipelago of 14,125 islands, with the five main islands being Hokkaido, Honshu, Shikoku, Kyushu, and Okinawa. Tokyo is the nation's capital and largest city, followed by Yokohama, Osaka, Nagoya, Sapporo, Fukuoka, Kobe, and Kyoto.

Colonial Nigeria

Colonial Nigeria

Colonial Nigeria was ruled by the British Empire from the mid-nineteenth century until 1960 when Nigeria achieved independence. British influence in the region began with the prohibition of slave trade to British subjects in 1807. Britain annexed Lagos in 1861 and established the Oil River Protectorate in 1884. British influence in the Niger area increased gradually over the 19th century, but Britain did not effectively occupy the area until 1885. Other European powers acknowledged Britain's dominance over the area in the 1885 Berlin Conference.

George Oruigbiji Pepple

George Oruigbiji Pepple

George Oruigbiji Pepple, otherwise known as Perekule VII, ruled the Kingdom of Bonny, an independent trading state in the Niger Delta between 30 September 1866 and 14 December 1883, when he was deposed. After the British signed a treaty making the state a protectorate, he was restored on 22 January 1887, ruling until his death.

Kingdom of Bonny

Kingdom of Bonny

The Kingdom of Bonny, otherwise known as Grand Bonny, is a traditional state based on the town of Bonny in Rivers State, Nigeria. In the pre-colonial period, it was an important slave trading port, later trading palm oil products. During the 19th century the British became increasingly involved in the internal affairs of the kingdom, in 1886 assuming control under a protectorate treaty. Today the King of Bonny has a largely ceremonial role.

New York (state)

New York (state)

New York, often called New York state, is a state in the Northeastern United States. With 20.2 million people enumerated at the 2020 United States census, its highest decennial count ever, it is the fourth-most populous state in the United States as of 2021. Approximately 44% of the state's population lives in New York City, including 25% in the boroughs of Brooklyn and Queens; and 15% of the state's population is on the remainder of Long Island, the most populous island in the United States. With a total area of 54,556 square miles (141,300 km2), New York is the 27th-largest U.S. state by area. The state is bordered by New Jersey and Pennsylvania to its south, and Connecticut, Massachusetts, and Vermont to its east; it shares a maritime border with Rhode Island, east of Long Island; and an international border with the Canadian provinces of Quebec to its north and Ontario to its northwest.