Business Names

A “business name” is the name or style under which any business is carried on, whether in partnership or otherwise.

This means, that every individual or firm having a place of operation for their business and conducting business under a business name which does not consist of the true surname, or the true surnames of the partners, or the corporate name of all partners or the corporate name of all the partners who are corporations to register the business name in accordance with the Business Name Act. (1989) 

Based on the characteristics of your business structure you can determine what type of business you may classify as. The types of business structures allowed to register in the State of Antigua and Barbuda under the provisions of the Business Act are as follows: 

1. Sole Trader/Sole Proprietorship 
2. Partnership/Firm 
3. Business by a Corporation
4. Nominee/Trustee/Agent of a Foreign Firm

Every individual or firm having a place of business which does not consist of their true name is required to register 14 days after the commencement of business.

The following definitions are contained in the Act:-

• Individual
• Firm
• Foreign Firm

Tips in choosing a business name include: 

• Think about your brand identity and the goods and services you would like to provide. Please consider that you may wish to protect the intellectual property of the name that is chosen.

• Visit our website at: https://abipco.gov.ag to check if your business name is available via a search. If your chosen business name is already registered, your name selection will be denied, unless you obtain a written consent from the business name owner.

• Avoid names that are too generic and too descriptive of the products/services being offered. 
• Avoid names that are relatively close to other business names that are already registered, having the same types of products or services you intend to offer.
   
• Avoid words affiliated with certain professions, national symbols, words that connote sexual/explicit nature, well known trademarks, geographical indications, landmarks, and the use of the name of the state.
   
• Avoid business names which could confuse your services with a Government agency/body. For example, that of the Royal Police Force, Treasury, Postal Services, Bank etc.
• Be sure not to confuse your business operation with that of a company. In Antigua and Barbuda, it is illegal to call a business name, a company. This then means that your business name must not contain the word “Corporation”, “Incorporated”, “Limited” or an abbreviation of one of these terms. 

The particulars required for the Registration of persons and firms are as follows:

• Name of the Business.
• General Nature of Business.
• Principal Place of Business.
• Full Name, Address, Nationality and Occupation of each individual.
• Where a company is to be registered as a partner of a firm, the Name and Registered Office of the Company is required.

Where the firm, individual or corporation required to be registered, carries on business as a nominee or trustee, in addition to the particulars set out above the following additional particulars are required:

• The present Christian name, surname and any former name
• Nationality (If that nationality is not the nationality of origin, the nationality of origin) and
• The usual residence, or, as the case may be, the corporate name of every person or corporation on whose behalf the business is carried on.
• Provided that if the business is carried on under any trust and any of the beneficiaries are a class of children or other persons, a description of the class shall be sufficient.

Where the firm, individual or corporation required to be registered, carries on business as general agent for any foreign firm, in addition to the particulars set out above the following additional particulars are required:

• The business name and address of the firm or person as agent for whom the business is carried on
• Provided that if the business is carried on as agent for three or more foreign firms it shall be sufficient to state the fact that the business is so carried on, specifying the countries in which such foreign firms carry on business.

The application must be submitted in the prescribed form and must be signed by all individuals seeking to be registered and in the case of a corporation, by a director or the Secretary.

In Antigua and Barbuda, the statutory bodies to which companies must register with are: 

• The Inland Revenue Department (IRD)
• Social Security 
• Medical Benefits

Whenever a change is made in any of the particulars registered in respect of any person or firm, a Statement giving notice of change must be filed within fourteen (14) days after the date of such change.

The changes required to be registered are as follows:

• Change of Name of Firm.
• Change of persons with names in full of new individuals or companies.
• Change of place of Business.
• Change of Registered Office.
• Date of Change.
• Change of Nature of Business.

• the owner of the business name
• persons granted with legal authority to do so whether by Power of Attorney, Letters of Administration or Grant of Probate 

The importance of complying with the statutory requirement to notify the Registrar of any changes in the filed particulars cannot be overstated. It is a significant aspect of the law. In addition to assisting the Registrar to maintain accurate records, the following points are noteworthy: –

• Persons who purchase businesses which are being conducted under business names should ensure that a Statement of Change or Notice of Cessation of Business is filed as part of that process. Applications by the purchaser of the business to register such notices at a later date may be hindered by the existing registration in the name of the previous owner, unless that previous owner is still available to effect the appropriate registration.
• It is also important for persons who are partners of a partnership which is being dissolved but who wish to continue to use the existing business name to have the Statement giving notice of the change signed by all the partners before the notice is filed.
• Changes in the partnership should be filed promptly in order to avoid the problem of not being able to locate the former partners at a later date to sign a statement to give notice of the change especially if they die or leave the jurisdiction.

When any firm or individual ceases to carry on Business it shall be the duty of the persons who are partners in the firm at the time of ceasing to file a notice of cessation. Otherwise, the individual or if he is dead, his personal representative within 3 months after the business has ceased shall file a notice of cessation of Business.