What is the
Registration of Business Names Act about?
What is a 'business name' ?
When should the 'business name' be registered?
Who is an 'individual', a 'firm' or a 'foreign firm' for
purposes of the Act?
What are the requirements for effecting the
registration of a 'business name' ?
Notification of subsequent changes in registered
particulars
Why is it important to file changes with the Registrar in
a timely manner?
Notice of Cessation of Business
Important Points to Note
What is the Registration of Business Names Act about?
The Registration of Business Names Act is an Act which provides for the
registration of individuals and firms to carry on business under business
names.
What is a
'business name' ?
A 'business name' means the name or
style under which any business is carried on whether in partnership or
otherwise. In essence, the Act requires every individual or firm having a
place of business and carrying on 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 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 Barbados 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 within fourteen (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" means a
natural person and does not include a corporation;
"firm" means an
unincorporated body of two or more individuals, or one or more individuals
and one or more corporations, or two or more corporations, who have
entered into partnership with one another with a view to carrying on
business for profit, but does not include any unincorporated company which
was in existence on the 26th day of January, 1882;
"foreign firm" means any
firm, individual, or corporation whose principal place of business is
situated outside the Commonwealth.
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; and
* 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 (either Form 1 or 2 as appropriate) and
must be signed by all individuals seeking to be registered and in the case
of a corporation, by a director or the Secretary.[See DOWNLOAD
FORMS]
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
* Any other Change
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.
Important
Points to Note
(1) The registration of a business
name does not confer on the applicant any separate legal personality as is
the case with the registration of a company.
(2) From time to time, the question
arises as to whether a company can apply by itself for registration to
carry on its business under a business name. Under the Registration of
Business Names Act, a company can only be registered as a partner of a
"firm" and not by itself unless it is doing so as a
"foreign firm" or as a trustee or a nominee.[See definitions of
"individual" "firm" and "foreign firm"
discussed above.]
