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Trade name

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This article is about businesses. For cultivated land plants, seeCultivar § Trade designations and selling names.For pharmaceuticals, seeDrug nomenclature § Trade names.For other products and services, seeBrand name.
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Atrade name,trading name,orbusiness nameis apseudonymused by companies that do not operate under their registered company name. The term for this type of alternative name is afictitious 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 tot/a) is used to designate a trade name. In theUnited States,the phrase "doing business as"(abbreviated toDBA,dba,d.b.a.,ord/b/a) is used,[1][2]among others, such asassumed business name[3]orfictitious business name.[4]InCanada,"operating as"(abbreviated too/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.

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Using one or more fictitious business names does not create additional 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 islegally responsible.

Legal agreements (such ascontracts) 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 topiercing of the corporate veil.[6]

InEnglish,trade names are generally treated asproper nouns.[7]

By country

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Argentina

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InArgentina,a trade name is known as anombre de fantasía('fantasy' or 'fiction' name), and the legal name of business is called arazón social(social name).

Brazil

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InBrazil,a trade name is known as anome fantasia('fantasy' or 'fiction' name), and the legal name of business is calledrazão social(social name).

Canada

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In someCanadianjurisdictions,such asOntario,when a businessperson writes a trade name on a contract, invoice, or cheque, they must also add the legal name of the business.[8]

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

Chile

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InChile,a trade name is known as anombre de fantasía('fantasy' or 'fiction' name), and the legal name of business is called arazón social(social name).

Ireland

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InIreland,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. TheCompanies Registration Officepublishes a searchable register of such business names.[9]

Japan

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InJapan,the wordyagō(Phòng hào)is used.

Kenya

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Nigeria

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InColonial Nigeria,certain tribes had members that used a variety of trading names to conduct business with the Europeans. Two examples were KingPerekule VIIofBonny,who was known asCaptain Pepplein trade matters, and KingJubo JuboghaofOpobo,who bore the pseudonymCaptain Jaja.Both Pepple and Jaja would bequeath their trade names to their royal descendants as officialsurnamesupon their deaths.

Singapore

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InSingapore,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

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In theUnited 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

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A minority of U.S. states, includingWashington,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, includingNew YorkandOregon,use the termAssumed Business Name or Assumed Name;[13][14]nearly as many, includingPennsylvania,use the termFictitious Name.[15]

Forconsumer protectionpurposes, 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 atrademarkapplication. 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 proprietorsare 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 (orindependent cityin 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 afranchise.The franchisee will have a legal name under which it may sue and be sued, but will conduct business under the franchiser'sbrand name(which the public would recognize). A typical real-world example can be found in a well-known pricingmistakecase,Donovan v. RRL Corp.,26 Cal. 4th 261(2001), where the named defendant, RRL Corporation, was a Lexuscar dealershipdoing business as "LexusofWestminster",but remaining a separate legal entity from Lexus, a division ofToyota Motor Sales, USA, Inc..

InCalifornia,filing a DBA statement also requires that a notice of the fictitious name be published in localnewspapersfor some set period of time to inform the public of the owner's intent to operate under anassumed 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 asIllinois,require print notices as well.[20]

Uruguay

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InUruguay,a trade name is known as anombre fantasía,and the legal name of business is called arazón social.

See also

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References

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  1. ^abLoPucki, Lynn M.;Verstein, Andrew (2021).Business Associations: A Systems Approach.Frederick, Maryland: Aspen Publishing. pp. 60–61.ISBN9781454898948.RetrievedJanuary 2,2024.
  2. ^abPinkerton's, Inc. v. Superior CourtArchived2016-12-30 at theWayback 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)).
  3. ^"Search".SOSNC.gov.North Carolina Secretary of State.2018.Archivedfrom the original on December 26, 2019.RetrievedJune 20,2018.
  4. ^California Business and Professions Code Section 17900Archived2019-08-02 at theWayback Machineet seq.
  5. ^"Business Registration".BusinessRegistration.ca. 2015.Archivedfrom the original on 26 March 2016.Retrieved17 March2016.
  6. ^Plimpton, Laura (2007).Business Contracts: Turn Any Business Contract to Your Advantage.Irvine: Entrepreneur Press. p. 7.ISBN9781613081303.Archivedfrom the original on 2023-03-27.Retrieved2023-03-19.
  7. ^Gary BlakeandRobert W. Bly,The Elements of Technical Writing,pg. 57.New York:Macmillan Publishers,1993.ISBN0020130856
  8. ^Business Names Act,R.S.O. 1990, c. B.17, s. 2(6)
  9. ^"Business Name Registration".Companies Registration Office.Archivedfrom the original on 2022-02-01.Retrieved2022-02-01.
  10. ^"Govt iFAQ".ifaq.gov.sg.Archived fromthe originalon 2014-07-26.Retrieved2017-12-06.
  11. ^"Incorporation and names".Companies House.6 April 2022. Chapter 9 Business names.
  12. ^Washington State Department of Licensing FAQ: Trade name registrationArchived2013-06-06 at theWayback Machine
  13. ^"NYS Division of Corporations, State Records and UCC".Dos.ny.gov. 2014-11-07.Archivedfrom the original on 2020-02-13.Retrieved2020-03-09.
  14. ^Oregon Registering Your Business Name FAQArchived2021-05-05 at theWayback Machinefrom the Oregon Secretary of State
  15. ^"Fictitious Names".Dos.pa.gov.Archivedfrom the original on 2020-02-13.Retrieved2020-03-09.
  16. ^"Doing Business As: What Is It and Do You Need It?; Freshbooks Blog May 7, 2013".2019-12-06.Archivedfrom the original on 2015-01-10.Retrieved2015-09-26.
  17. ^"Protecting Your Trademark"(PDF).booklet.US Patent and Trademark Office.Archived fromthe original(PDF)on 4 February 2015.Retrieved1 January2013.
  18. ^Hanson, Mary."Corporate Names, Trade Names, Trademarks, and Fictitious Names".The Business Advisor. Archived fromthe originalon 4 March 2016.Retrieved1 January2013.
  19. ^"Los Angeles DBA Filing".Signature Filing Blog.Archived fromthe originalon 2016-06-04.Retrieved2016-05-06.
  20. ^"805 ILCS 405/ Assumed Business Name Act".Illinois General Assembly.Archivedfrom the original on 2017-12-09.Retrieved2018-02-21.
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