Are you confused by the difference between a limited company and merely using a business name in your business.
Hopefully this piece will clarify how and why you might register and use a business name.
Elsewhere on the site you can read about the advantages and disadvantages of setting up a limited company.
The registration of a business name is obligatory if any individual or partnership (whether individual or bodies corporate) or any body corporate carries on business under a name other than their own true names.
Specifically it is required if an individual uses a business name which differs in any way from his/her true surname.
It makes no difference whether the individual’s first name or initials are added. So the registration of a business name would be required if, for example, Mr. John Smith traded as “Smith Builders” but not if he traded as “Smith” or “John Smith”).
The registration of a business name would also be required if a firm uses a business name which differs in any way from the true names of all partners who are individuals and the corporate names of all partners which are bodies corporate.
The registration of a business name would also be required if a company uses a business name which differs in any way from its full corporate name; or
a person having a place of business in the State carries on the business of publishing a newspaper.
Registration of a business name requirements
The particulars for registration must be furnished within one month of the date of the adoption of the business name.
The forms of application for registration are:
Form RBN1: for an individual;
Form RBN1A: for a partnership;
Form RBN1B: for a body corporate.
The filing fee is €30.
You should note that registration of a business name
1. does not give protection against duplication of the business name;
2. does not imply that the business name will necessarily prove acceptable subsequently as a company name;
3. does not authorise the use of the business name if its use could be prohibited for other reasons.
It should not for instance be taken as an indication that no rights (e.g. trade marks rights) exist in the name.
The companies registration office does not check proposed business names against names on the registers of companies or business names. It is advisable, therefore, to investigate the possibility of others having rights in the name which it is proposed to use before incurring expenditure on business stationery, etc.
You can check the register of companies and register of business names for free using the companies registration office web search facility.
You can undertake a search of the trademark register at the Patents Office.
Requirements following registration of a business name
Certificate of registration
The registrar issues a certificate of registration for each business name registered. A copy of the certificate of registration must be exhibited in a conspicuous position:
in the case of a firm or individual at the principal place of business and in every branch office or place where business is normally carried on;
in the case of a body corporate, at its registered office in the State and in every branch office or place where business is normally carried on.
The name(s) of the proprietor(s) of a business must be shown on all business letters, circulars etc. on which the business name appears.
If the proprietor of the business name is a body corporate the following additional information must be shown on business letters:
1. The full name of the company (note that the only permitted abbreviation is “Ltd” for Limited, “PLC” for Public Limited Company, etc.);
2. The names and any former names of the directors and nationality if not Irish;
3. Additional particulars are required on letters and order forms for Irish registered companies (this does not apply to unlimited companies):
4. The place of registration (e.g. registered in Dublin, Ireland);
5. the registered number (i.e. number of certificate of incorporation);
6. the address of the registered office (where this is already shown on the document, the fact that it is the registered office must be indicated);
7. if the company share capital is mentioned on the business letters and order forms, the reference must be to the paid-up share capital.
When a change occurs in any of the particulars of a registered business name (e.g. change of business name or business address) it should be notified to the registrar within one month of the date of the change.
The forms for notifying changes are as follows:
1. Form RBN2: for an individual;
2. Form RBN2A: for a partnership;
3. Form RBN2B: for a body corporate.
Cessation of business name
When an individual, partnership or body corporate ceases to carry on business under a business name, a Form RBN3 should be filed in the companies registration office within three months after the business has ceased.
A fee does not apply to Form RBN3.
The form should be signed as follows:
Individual: by the individual. In the event of the death of an individual by the personal representative of the deceased;
Partnership: by all persons who were partners of the firm when it ceased to carry on business;
Body corporate: by a director or a liquidator.
Checklist for business name forms
The appropriate fee must be lodged;
It is essential that the correct form be submitted at the time of application to register a business name.
The full name of the business must be given on all forms and forms must be dated.
Forms RBN1, RBN1A, RBN1B
The general nature of business must be completed;
The full address of the principal place of business must be stated, a PO box number will not suffice. An address outside the State is not acceptable;
The full date of adoption (i.e. day, month, year) of the business name must be given;
RBN1 : The form must be signed by the individual applying for registration;
RBN1A : The forename name and surname of every individual who is a partner in the firm together with the corporate name of every body corporate which is a partner must be given on the form. The form must be signed by either all the individuals who are partners and by a director or secretary of all bodies corporate which are partners, or by some individual who is a partner, or by a director or secretary of some body corporate which is a partner. In this case the form must be verified by a statutory declaration made by the signatory;
RBN1B : The form must be signed by a director or secretary of the company applying for registration.
Displaying the company name
Every business must paint or affix its business name on the outside of every office or place in which the business is carried on, even if it is a director’s home. The name must be both conspicuous and legible.
In addition, the company must state its business name, in legible lettering, on company letter heads, order forms, invoices, etc