Partnerships and Trade Names (Business Names)
Business name vs. corporation name
There are differences between a business name and a corporation name, just as there are differences between the legal stucture of the two types of business entities. For example, an Alberta corporation name must end with a legal element, such as 'Limited', 'Incorporated', or 'Corporation' but business include these words as the last word of the name.
Are there different types of business names?
There are four types of business names registered under Alberta's Partnership Act.
- Trade Name (Sole Proprietorship): A trade name is used when one individual carries on business under a name other than their own personal name or when a corporation carries on business under a name that is different from the corporation's name. In a sole proprietorship, the proprietor is responsible for the debts of the business.
- Partnership: A partnership name is used when two or more individuals or two or more corporations carry on business together, in partnership. All partners share in the profits and the risks or debts of the business.
Limited Partnership: A limited partnership consists of one (or more) general partners and one (or more) limited partners but a person can be both a general and a limited partner at the same time. Each type of partner has different rights and responsibilities. For example, a general partner is usually liable for the debts of the limited partnership. A limited partner is usually liable only for the amount they have contributed to the business.
Limited Liability Partnership: A limited liability partnership consists of partners carrying on practice in one or more eligible professions, such as accounting or law. This type of partnership is similar to regular partnerships except there is liability protection. A partner in a limited liability partnership is not generally liable for partnership obligations arising from the negligence, wrongdoing, or misconduct of other partners, employees, agents, or representatives of the partnertship that occur in the ordinary course of carrying on practice in an eligible profession. Partners in a limited liability partnership may be individual practitioners or professional corporations.
Do I need to register my business name?
A person or a partnership must register a business name when they carry on business under a name that is not their own personal name(s). The business name is registered by providing information to an authorized service provider. When your information meets the requirements of the Partnership Act, the business name is registered and a proof of filing is issued to confirm that the registration has occurred.
Business Names Report
Although there are few restrictions on a business name, you should choose your name carefully. If you choose a name that is same as, or similar to, an existing business name, corporate name, or trademark, the owners of the other name or trademark could take your business to court, and ask a judge to stop the use of the name and award damages.
A Business Names Report is a helpful tool for choosing a business name. The report contains registered business, corporation, and trade mark names that are similar to your proprosed business name. Business Name Reports are available from authorized NUANS providers.
There is no requirement under the Partnership Act for a business name to be unique - duplicate business names may exist. Registration of a business name does not grant any right to ownership of the name. It is simply proof that the name is in use by a particular business and provides consumers with information on the identities of the owners of the business names registered in Alberta.