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Ask an Expert

Sole Proprietorship

Expert: Glen M. Perinot

Paul asked:

I am about to start a sole proprietorship but want to use a business brand name (e.g. Gold Star Financial Services) that does not include my personal name.

If I want to protect that name but I am not incorporated how do I do it (do I have to trademark it or is there still a company name registry or what)? Also, when entering into contracts with suppliers and clients will I have to do so under my personal name or can I use my business brand name?

More generally how can a brand name be used in a sole proprietorship?

Glen M. Perinot answered:

As you are aware a sole proprietorship is merely a business carried on by an individual. Accordingly, the proprietor is entitled to all profits from the business and is personally liable for all its debts and obligations. If a sole proprietor carries on business under a name other than his/her own name, he or she must register the trade name under the Ontario Business Names Act.

Nevertheless, registration of the business name is merely a “filing system” in Ontario and does not guarantee that you are entitled to use the trade-name throughout Canada. I would suggest that before you attempt to commence business and/or either register a trade-name ie. Gold Star Financial Services, it may be prudent to investigate whether there is registered business using this name and/or whether the trade-name is being used as a trade-mark by someone else.

If following your investigation you conclude that the name is not being used either as a trade-name or trade-mark, then it might be prudent to complement your Ontario Business Name Registration with a trade-mark application to ensure that no one will step in and appropriate the trade-name/ mark before you have had a chance to use or register it.

Any contracts that are entered into by the sole proprietorship, may be executed using either the business name or the name of the individual, because for all intent and purposes the individual is carrying on business under the trade-name and thus the two are in essence the same.

About the author

Glen M. Perinot is a technology and intellectual property lawyer working at the law firm of Heydary Hamilton P.C. Click here for Glen’s C.V.

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