Business and Corporate Names and Trade-marks

Business Names

A business name is a name under which a person conducts their business. The full name of the business will include the proprietor or partners of the business. For example, the business name could be Smith’s Upholstery, which is a proprietorship, the full name of which would be Jane Smith carrying on business as Smith’s Upholstery.

Under the Partnership Act, you must register your unincorporated business with the Registrar of Companies if you:

  • are associated in a partnership for trading, manufacturing or mining purposes;
  • are engaged in business for trading, manufacturing or mining purposes and are not associated in partnership with any other person or people, but use as your business name a name other than your own, or use in your business name your own name and some words or a phrase that indicate more than one member is in the business (for example, “and Company,” “and Associates”).

You register the business name for your proprietorship or partnership with the Registrar of Companies even though it is not a company.

A business cannot pass off its goods or services as that of another business. See Edward Chapman Ladies’ Shop Limited v. Edward Chapman Limited, 2007 BCCA 370 (CanLII) for an example of passing off.

Corporate Names

A corporate name is the legal name of an incorporated business. For example, Smith Upholstery Limited. The registration only applies to B.C.

It’s important to know that registered proprietorship or partnership business names don’t have the same protection as corporate names. A corporation may be registered under the same name as a proprietorship or partnership – but a proprietorship or partnership business name won’t be accepted if it can be confused with a corporate name. So a corporate name provides better protection against confusingly similar names than a proprietorship or partnership business name.

If the corporate name is used as the business name then it gets the same protections a business name. See the comments on passing off above.

Trade-marks

A Trade-mark is words, design, or combination of these, used to identify the goods or services of one person or organization which is registered as trade-mark under the federal Trade-marks Act. Trade-marks are governed by the Canadian Intellectual Property Office. A trade-mark covers all of Canada. Once registered a trade-mark holder gets the benefit of the passing off action and infringement actions under the Trade-marks Act if a business uses a confusing similar name. The trade-mark will only apply to the goods and services for which it was registered. So it is possible to have Smith’s Upholstery and Smith’s Sporting Goods at the same time.