The nature of a registered business name (RBN) is a common source of confusion and misunderstanding. A frequent misconception is that an RBN is a form of trade mark: it is not. Having an RBN is a simple compliance requirement and does not offer any protection in the name registered.
Running a business
There are a range of ways in which a business can be operated:
- By an individual (as a sole trader). An individual running a business is personally and fully liable if sued. Sole traders do not have to register with the Companies Registration Office (CRO) and are governed by the general law, rather than any specific regulatory law.
- By a partnership. The individual members of the partnership are jointly and severally liable if sued. Most partnerships do not register with the CRO. They are governed by the Partnership Act 1890. When sued, the defendant is listed with the individual partners named individually along with the partnership name (eg. Joe Bloggs v. Jane Bloggs, Jack Bloggs and Joanne Bloggs, practising under the name and style of Bloggs & Partners Solicitors).
- By a limited company. There are various types of limited company and additional incorporation options have been proposed. Unlike a sole trader or partnership, a limited company is a legal person in its own right, distinct from its shareholders. The liability of shareholders is limited in accordance with the share structure of the company. The Companies Acts regulate the operation of limited companies.
Using a business name
Whatever of the above structures one uses to carry on business, an RBN will often be necessary. Where a name is used in the course of business that is not true name of the business, the Registration of Business Names Act 1963 requires that the name is registered with the CRO.
The following are common examples of when registration is required:
- Jane Bloggs runs a corner shop. If she calls the shop Bloggs’ Stores, she must register that as an RBN. She will then be Jane Bloggs trading as (t/a) Bloggs’ Stores.
- Joe Bloggs runs a construction company, Joe Bloggs Construction Limited. If the company trades as Bloggs’ Builders it must register that name. The company will then be Joe Bloggs Construction Limited t/a Bloggs’ Builders. A company cannot trade as another company – eg. Joe Bloggs Construction Limited t/a Bloggs Limited.
Why must you register?
The system of business name registration allows other people to find out who runs the business. This is not a problem if a business is run under a person’s own name or under a company name, which can be searched against in the CRO. But if an assumed name is used, how is a customer or supplier to know what legal entity is behind the business? The question often arises as follows: who do I sue?
The requirements of the Registration of Business Names Act 1963 are often not observed and, it would seem, enforcement is not a priority. The equivalent legislation in the UK was repealed in 1982 and business name registrations are no longer possible there.
What a business name is not
- A form of company. You might register a business name with the CRO, but this is not incorporation. The registration merely puts on public record that the registrant carries on business using the registered name.
- A trade mark. A registered business name is not a form of intellectual property and it offers no exclusive right to use the name registered. It is not a trade mark, registered or otherwise. In fact, duplicate entries are often found in the register of business names. By contrast, a particular trade mark can only be registered once.
Letting people know
If a business uses a registered business name, all business letters, circulars and catalogues on or in which the business name appears must contain the following information in legible form:
- in the case of an individual, his/her present name, any former names, and his/her nationality, if not Irish; and
- in the case of a partnership, the present name and any former names, and the nationality, if not Irish, of all the partners in the firm.
An additional set of disclosure rules apply to Irish-registered companies, whose letters, notices, publications, order forms and websites must contain specific information.
7 thoughts on “Registered business names”
I came across your blog while doing some research in domain name disputes for college and was wondering if you could help me?
Can a decision of the wipo regarding a .ie domain name dispute be appealed? And if so who too?
I know the Iedr are supposed to have been taken over by comreg following the 2007 act but thus hasn’t happened, could a wipo decision be judicially reviewed in Ireland?
Apologies for the questions, but I’m at my wits end trying to find out information
This appears to be a popular question today! The answer is not straightforward but perhaps the short answer is: no.
The WIPO/IEDR .ie Dispute Resolution Policy (IEDRP) does not provide for an appeal system. However, paragraph 7 of the IEDRP provides that it “is without prejudice to and shall not prevent any party to the proceeding from submitting the dispute to a court of law for independent resolution at any time.”
Further, paragraph 6.2 provides:
If such proceedings were commenced, one wonders what form they would take, for example fresh proceedings for passing off or trade mark infringement, or a challenge to the WIPO decision (or IEDR’s intention to implement it) and, in effect, an appeal? I expect that it would take the form of fresh proceedings for passing off/TM infringement and that the defence would include reliance on WIPO’s decision. It is an open question whether an Irish judge would find a WIPO decision to be of persuasive authority.
I would also expect that the only context a judicial review could arise is a challenge to the IEDR’s decision to put the IEDRP in place with WIPO to begin with. For example, was it necessary to hold a competitive procurement process to appoint WIPO and, if so, was such a process engaged? JR proceedings could not be taken against a WIPO decision itself.
As things stand, the IEDRP takes its force from contract and by registering a .ie domain name, one signs up for the IEDRP process. Paragraphs 6 and 7 of the IEDRP appear to be an attempt to put the IEDRP in a different category to an abritration agreement, but I wonder if this works or if, in fact, the Arbitration Acts 1954 to 1998 (and soon the Arbitration Act 2010) would apply. If that legislation were to apply, appeal possibilities are limited.
More questions than answers, I’m afraid.
Good post Rossa on a very important topic.
One thing that’s not quite often clear to a lot of people is if a Business Name registration is indefinite or needs to be renewed.
Can you maybe explain?
Unlike a trade mark registration, which is valid for 10 years, an RBN does not have to be renewed. Neither does it have any annual filing requirements, like companies do.
However, the CRO must be updated if changes occur to the person(s) carrying on business under the RBN or if trade ceases. Each change to details with the CRO incurs a fee (though all fees are less if documents are filed online).
Thanks for that.
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