Business Names

 

This article was transcribed from the Registrar General Department's booklet titled "Business Names".

PLEASE NOTE: The word "Business" refers to a Sole Trader or Partnership, whereas "Company" is used to refer to a Limited Liability Company.

The original Business Names booklet was scanned for your convenience and is available for download. 

Contents

  1. What is a Business?
  2. What is a Business Name?
  3. Why should a Business Name be registered?
  4. What is the law that governs Business Name registrations?
  5. When should a Business Name be registerd?
  6. What are the main types of Business Name registration?
  7. Business Name Restrictions
  8. Who can register a Business Name
  9. Business Name Registration Obligations

 

1. What is a Business?

A business is a trade or lawful activity or profession carried on for gain or profit by an individual or by two or more persons, (whether natural persons or legal persons (i.e., companies or corporations) or a combination of the two). The owner(s) of the business have personal responsibility for liabilities incurred in its operation; for, example, a business owner/proprietor may sue or be sued. However, as a business has no legal identity of its own, it cannot sue.

 

2. What is a Business Name?

A business name is the name or style under which any business is carried on, whether in partnership or otherwise. It is the business name which is required to be registered by law, not the business.

 

3. Why should a business name be registered?

A business name enables a business to be distinguished from other enterprises, particularly those carrying on the same activities. It assists in developing, maintaining and protecting the goodwill and reputation of the proprietor of the business, and in ensuring that persons wishing to patronize his undertaking are not misled or confused into dealing with another concern providing the same goods or services. Such a situation would likely result in economic loss to the proprietor, and even give rise to litigation.

Further, a business owner may be required to provide evidence of registration of his business name when conducting certain transactions. e.g.. dealing with banks and bidding for contracts, tenders. etc.

 

4. What is the law that governs business name registration?

Registration of business names in Trinidad and Tobago is governed by the Registration of Business Names Act, Chapter 82:85.

 

5. When should a business name be registered?

A business name must be registered within fourteen (14) days of the commencement of the business (section 7 of the Act).

 

6. What are the main types of business name registration?

INDIVIDUAL - where the business is owned by a natural person. The person may operate the business by himself, or with or without employees. The owner/ proprietor is personally liable for any debts incurred in the course of operating the business. This type of business is also known as a sole trader.

FIRM - where the business is owned and operated by two or more persons, whether natural persons or legal persons (i.e., companies), or a combination of the two. The partners are liable for any debts incurred in the course of running the business. This type of business is also known as a partnership.

 

7. Are there any restrictions on what I can use as a business name?

The name chosen must not be the same as, or similar to, a name existing in the records of the Companies Registry.

The name must be distinctive, must not cause confusion with any existing name and must not be prohibited or misleading. A business name must not include the words "Limited", "Unlimited", "Incorporated", or any abbreviations of these terms at the end of the name, as they wrongly suggest that the business is a corporation.

The Registrar General ("the Registrar") has the power to cancel the registration of, or refuse to register, any business name which, in his opinion, is misleading or otherwise undesirable (section 16 of the Act).

In addition, the use of words or expressions such as "credit union", "trade union", "co-operative" or "co-op", is prohibited.

 

The Registrar will not approve prospective business names which:

  • are the same as, or contain the names of, registered trademarks or well-known trademarks;
  • suggest a connection with, or sponsorship by, the State, Government, a Government Department, concern, etc.;
  • suggest a connection with an individual (including a famous individual) or a renowned institution such as a university or a company;
  • include words such as "Commonwealth", "Caricom", "National", "International-, "Institute".

Unless the appropriate written consents and/or justifications are provided.

Further, business names which include words or phrases which are obscene or suggest activities which are scandalous, obscene or immoral shall generally be refused by the Registrar.

 

8. Who can register a business name?

  • Any person 18 years and over can register a business name.
  • A company or corporation can also register a business name.
    However this must be in partnership with an individual or with another corporation.

 

9. What are the obligations after registration under the Registration of Business Names Act?

Any changes to the particulars of the business e.g. change of name or address must be filed within fourteen (14) days of the change (section 8 of the Act).