trading as name

A trading name is a name used by a business which is not its real name. It is a trade name (and an alias) for the proper name of the legal entity which is the business. The importance of recognising a trading name is that it cannot be a separate legal entity, with its own legal existence. It is simply an alias for a legal entity which does have its own separate legal existence.

“Trading as” and “t/as” are often used to designate use of trade names. Trade names are capable of accumulating goodwill sufficient to protect use of distinctive trade names by others. In these cases it is the legal entity which owns the goodwill, and not the trading name. The name cannot own property because it does not have a legal identity.

Use of “Trading As”

1. Suppose Bob Roberts is a sole trader. He provides IT infrastructure services. If he trades as “Bob’s IT Infrastructure Services”, Bob is the legal entity which runs the business and “Bob’s IT Infrastructure Services” is the trading name.
   This might be stated as “Bob Roberts t/as Bob’s IT Infrastructure Services”.
2. Now suppose that Bob Roberts Limited is a company limited by shares. Bob Roberts is a director and shareholder. Bob Roberts Limited provides IT infrastructure services and calls itself “Roberts IT”. This might be stated as “Bob Roberts Limited t/as Roberts IT”.
   If Bob Roberts were to hold out the company as Bob Roberts (without the “Limited” suffix), odds on, a court would find that he is trading in his personal name and be personally liable for all of the debts which he thought were being incurred by Bob Roberts Limited. This is because by signing documents in the name of “Bob Roberts” and not "Bob Roberts Limited", it appears that he is trading in his own name, and not the company. The company has its own separate corporate personality and legal existence to Bob.
3. Bob Roberts forms a partnership with James Roberts, named “The Roberts Partnership”. Due to the consequences of joint and several liability, there is (generally speaking) little difference between Bob signing documents as “Bob Roberts” and “The Roberts Partnership”. This is because if Bob signs a document where he holds himself out as a partner of the business, all of the partners will ordinarily be bound by his signature. He will be liable for all of the debts of the partnership along with all of the other partners.

Company Names and Trading names

The UK Companies Act requires companies to use its proper company name, registered company number, and registered address on all paperwork of the company. This includes invoices, business cards, and email correspondence.

When companies use a trading name in email footers, the directors and employees expose themselves to the risk that they will be found to be trading as individuals, particularly when email is used to enter into contracts with customers and suppliers.

Intellectual Property rights

Trading names may be protected by registered trade marks and by the tort of passing off, so as to prevent other business from using the name.