You and the Law: What’s the fuss over a corporate name ?

 

What’s in a name? Plenty, especially when it comes to choosing a name for your business. Large companies often spend millions of dollars trying to pick a company name that will resonate with consumers.

Some business names are so well known that they are considered an integral part of the company’s goodwill. Think “Coca Cola” or “Pepsi.” The stakes are high, and a competitor who tries to piggyback on someone else’s name can be sued for “passing off” – using deception to cash in on the goodwill and reputation already established by another.

Choosing the right corporate name isn’t easy, however. The name must strike a chord not only with you (and all those potential customers and clients, you hope). It must also be acceptable to BC’s Corporate Registry if you’re looking to incorporate a provincial company. For a BC company, you need a name that is both distinctive and also describes the type of business your company will carry on. 

In general terms, the Registrar will usually approve a company name so long as it isn’t the same as or closely resembles any existing company names. Similiar names will be rejected because they may cause confusion. For example, “Matryx Technology Corporation” was rejected because another company already had the name “Matrix Technologies Inc.” But the applicant’s choice of “Matryx Modular Systems Inc.” (for a company developing a patent-pending modular technology for pre-fabricated building construction based upon a 3-D matrix) was accepted for registration.

Registration in BC entitles your company to the exclusive registration of that name, and generally prohibits other similiar company names from being registered in BC. Provincial registration doesn’t, however, give you national name protection. In fact, a company with the same name may already be registered and carrying on business in another province. (If you incorporate federally, however, and have the name approved, you have the right to use that name across the country. A federally incorporated company must register in each province that it wants to carry on business, and this involves extra costs.)

Also, having a corporate name doesn’t automatically give you trademark rights. Provincial registration of your corporate name doesn’t bar an owner of a registered trademark with the same or similiar name from protesting your use of the name. 

A trade name is the name under which a business is carried on. It can be the registered name of the corporation (“Joe’s Juicy Burgers Ltd.”) or a shortened or other version of it (“Joe’s Juicy Burgers”). A trade name can be registered as a trademark under the federal Trade-Marks Act. 

The best way to protect against others using your carefully chosen name is to register your corporate or trade name as a trademark with the federal Canadian Intellectual Property Office. Owners of registered trademarks enjoy greater protection than owners of unregistered trademarks who have more of an uphill battle to protect their names.

Trademark registration of your corporate or trade name isn’t necessary in every business. But it’s worth considering if you have a significant investment through goodwill carefully built up in your business. Your lawyer can advise you.

 

This column has been written with the assistance of ANDREW LAU. The column provides information only and must not be relied on for legal advice. Please contact ANDREW LAU at (604) 681-3833 for legal advice concerning your particular case.

 

Lawyer Janice Mucalov, author of this article, writes about legal affairs for several publications. “You and the Law” is a registered trade-mark. © Janice Mucalov.

 

 

ANDREW LAU LAW CORPORATION

 

1500-885 West Georgia Street

Vancouver, BC V6C 3E8

 

Phone: 604.681.3833

Fax: 604.681.3897

E-mail: lau@ayclawoffice.com