What is a business name?
A business name means the name or moniker under which any business is operated on, whether in a 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 Act.
When should the business name be registered?
Every individual or firm having a place of business in Antigua and Barbuda and carrying on business under a business name which does not consist of their true name is required to register that name with the Registrar 14 days after the commencement of business.
Who is an ‘individual’, a ‘firm’ or a ‘foreign firm’ for purposes of the Act?
The following definitions are contained in the Act:-
Individual
Firm
Foreign Firm
What are the requirements for effecting the registration of a ‘business name’?
(1) The particulars required for 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.
(2) Where the firm, individual or corporation required to be registered, carries on business as nominee or trustee, in addition to the particulars set out above the following additional particulars are required:
– The present Christian name and surname, any former name, nationality and, if that nationality is not the nationality of origin, the nationality of origin, and 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.
(3) 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.
(4) 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.
Notification of subsequent changes in registered particulars
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.
Why is it important to file changes with the Registrar in a timely manner?
The importance of complying with the statutory requirement to notify the Registrar of any changes in the filed particulars cannot be overstated. In addition to assisting the Registrar to maintain accurate records, the following points are noteworthy:-
1. 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.
2. 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.
3. 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.
Notice of Cessation of Business
When any firm or individual registered under this Act ceases to carry on Business it shall be the duty of the persons who are partners in the firm at the time when it ceased to carry on business or the individual or if he is dead, his personal representative within 3 months after the business has ceased on to file a notice of cessation of Business.