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Business Names
Registering Trade Names, Partnerships, and Limited Partnerships
There are differences between business names and incorporated names, as well
as differences between the resultingentities formed. An incorporated
name must contain a legal element, while a trade name or partnership name
cannot. Another difference between a business name and an Alberta
corporation name is that a corporation name is only granted once.
A difference between a registered corporation and a trade name or
partnership, is that the trade name or partnership is not a distinct legal
entity. Therefore, the proprietor(s) or partners are completely
responsible for the debts and liabilities of the business.
So, you've decided to use a "business name". Does it have to
be registered?
Yes. If a person (or persons associated in partnership) is engaged in
business for trading, manufacturing, contracting, or mining purposes, and uses
as his or her business name a name or designation other than his or her own, or
his or her own name with a word or phrase indicating plurality of members in the
firm, he or she must register the business name by filing a declaration with the
Registrar through an authorized service provider.
There is no requirement under the Partnership Act for a trade/partnership name to be
unique - duplicate business names may exist. The registration of a
business name does not have any restrictions, nor any right of ownership of the
name. The registration of a business name is proof that it 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.
Although there are few restrictions on a business name, you should choose a
business name carefully. If the name chosen is the same as, or similar to,
an existing trade 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. It is therefore recommended that
a Business Name Report be obtained to help you decide whether the name you have
chosen is appropriate.
The name of an Alberta limited liability partnership (LLP), however, cannot
be identical to any other Alberta or extra-provincial LLP.
Trade Name
When only one person is registering a business name (also called a sole
proprietorship), a trade name is used.
Partnership
A partnership registration occurs when two or more persons register a business
name. In an ordinary partnership, the partners are responsible for the
debts of the partnership, sharing both in the profits and the risks of the
business.
Limited Partnership
In a limited partnership, there are two types of partners: general and
limited. Each type of partner has different rights and responsibilities.
For example, there is generally a limit on the liability of the limited partner,
while the general partner’s liabilities are not limited. A limited
partner’s liability usually depends on the amount this partner contributes to
the limited partnership. The limited partnership consists of one (or more)
general partners and one (or more) limited partners. There may be any
number of limited partners in a limited partnership. A person can be a
general and a limited partner at the same time, in the same partnership.
Limited Liability Partnership
A limited liability partnership (LLP) is a partnership consisting of partners
carrying on practice in one or more eligible professions which include chartered
accountants, certified management accountants, certified general accountants,
lawyers, physicians, dentists, chiropractors and optometrists.
LLPs are similar to regular partnerships except that there is liability
protection. A partner in an LLP is not generally liable for partnership
obligations arising from the negligence, wrongdoing, or misconduct of other
partners, employees, agents, or representatives of the LLP that occur in the
ordinary course of carrying on practice in an eligible profession.
The partners in the limited liability partnership may be individual
practitioners in these professions or professional corporations.
Once all of your information is gathered, you must take it to an authorized
service provider. The authorized service provider will examine your
information and if it meets the current legislative requirements, will process
the request and issue you a proof of filing to verify that the registration has
occurred.
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