World Intellectual Property Organization

Barbados

Registration of Business Names Act, Cap. 317 (consolidated as of 1989)

 

 


Registration of Business Names CAP. 317

CHAPTER 317

REGISTRATION OF BUSINESS NAMES

..

ARRANGEMENT OF SECTIONS

SECTION

  1. Short title.

  2. Interpretation.

  3. Firms and persons to be registered. Registration by nominee, etc. Manner and particulars of registration.

  1. Statement to be signed by persons registering.

  2. Time for registration.

  3. Registration of changes in firm.

  4. Penalty for default in registration.

  5. Disability of persons in default.

  6. Penalty for false statements.

12. Duty to furnish particulars to Registrar.

  1. Registrar to file statement and issue certificate of registration.

  2. Index to be kept.

( 15. Removal of names from register.

  1. Misleading business names.

  2. Inspection of statements registered.

  3. Power to make rules.

  4. Fees.

  5. Publication of true names, etc.

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2

CAP. 317 Registration of Business Names

SECTION

  1. Offences by corporations.

  2. Expenses.

FIRST SCHEDULE

SECOND SCHEDULE

CHAPTER 317

REGISTRA'nON OF BUSINESS NAMES

An Act to provide for the registration of firms and persons

.

b· der b · d fi or rela! 'i

carrymg on usmess un us mess names an ((

matters

[3rd May, 1940]

1

This Act may be cited as the Registration of Business Names Act.

2. (1) For the purposes of this Act

"business" includes profession; "business name" means the name or style under which any business is carried on, whether in partnership or otherwise;

"christian name" includes any forename;

"firm" means an unincorporate body of two or more individuals, or one or more individuals and one or more corporations, or two or more corporations, who have entered into partnership with one another with a view to carrying on business for profit, but does not include any unincorporated company which was in existence on the 26th day of January 1882;

" foreign firm" means any firm, individual, or corporation whose principal place of business is situate outside the Commonwealth;

"individual" means a natural person and does not include a corporation;

"initials" includes any recognised abbreviation of a christian name;

"prescribed" means prescribed by rules made in pursuance of this Act;

11IE LAWS OF BAIlBADOS PrIIIled by the Go..flUlllal Prlrolillt Departmelll. Bay Streel, St. Mlclwl, by the ... llIorIly of tho Government of Barb.dol

1961-54.

1969-·37. 197(-2.L.N.8/

1964 L.N.168/1967.

1977/117.

J9SI/91

1988-6.

Commencement.

Short title.

InteT

pretAtion.

s.3. CAP. 317 Registration of Business Names L.R.O. 1989 4

1988-6. "Registrar" means the Registrar, Corporate Affairs and the term

Deputy Registrar shall be construed accordingly;

"showcards" means cards containing or exhibiting articles dealt with, or samples or representations thereof.

(2)
In the case of a peer or person usually known by a title different from his surname, the title by which he is known shall be substituted in this Act for his surname.
(3)
Reference in this Act to a fonner christiu!1 name or surname shall not, in the case of Commonwealth citizens, include a former christian name or surname where that name or surname has been changed or disused before the person bearing the name has attained the age of 18 years and, in the case of a married woman, shall not include the name or surname by which she was known previous to the marriage.
(4)
References in this Act to a change of name shall not include, in the case of Commonwealth citizens, a change of name which has taken place before the person whose name has been changed has attained the age of 18 years or, in the case of a peer or a person usually known by a title different from his surname, the adoption of or succession to the title.

Finns and 3. Subject to this Act

to

(a) every firm having a place of business in Barbados and

tered

carrying on business under a business name which does not consist of the true surnames of all partners who are individuals and the corporate names of all partners who are corporations without any addition other than the true christian names of individual partners or initials of such christian names;

(b)
every individual having a place of business in Barbados and carrying on business under a business name which does not consist of his true surname without any addition other than his true christian names or the initials thereof; and
(c)
every individual or firm having a place of business in Barbados, who or a member of which, has either

5

before or after the passing of this Act changed his nam, except in the case of a woman in consequence of marnage,

shall be registered in the manner directed by this Act:

Provided that

(i) where the addition merely indicates that the business is carried on in succession to a former owner of the

I"

business, that addition shall not of itself render registration necessary;

(ii) where two or more individual partners have the same surname, the addition of an " s" at the end of that surname shall not of itself render registration necessary;

(iii) where the business is carried on by a trustee in bankruptcy or a receiver or manager appointed by any court, registration shall not be necessary; and

(iv) a purchase or acquisition of property by two or more persons as joint tenants or tenants in common is not of itself to be deemed carrying on a business whether or not the owners share any profits arising from the sale thereof.

4. Where a firm, individual or corporation having a place of business within this Island carries on the business wholly or mainly as nominee or trustee of or for another person or other persons or another corporation or acts as general agent for any foreign firm, the first mentioned firm, individual or corporation shall be registered in the manner provided by this Act and, in addition to the other particulars required to be furnished and registered, there shall be furnished and registered the particulars mentioned in the First Schedule:

Provided that where the business is carried on by a trustee

in bankruptcy or a receiver or manager appointed by any

court, registration under this section shall not be necessary.

5. (1) Every firm or person required under this Act to be registered shall furnish by sending by post or delivering to the Registrar a statement in writing in the prescribed form containing the following particulars

(a) the business name;

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by authority of the Government of Barbados

Registration by nominee, etc.

First

Schedule.

Manner and particulars of registration.

s.6 CAP. 317 Registration of Business Names 6

(b)
the general nature of the business;
(c)
the principal place of the business;
(d)
where the registration to be effected is that of a firm, the present christian name and surname, any former christian name or surname, the nationality and, if that nationality is not the nationality of origin, the nationality of origin, the usual residence and the other business occupation (if any) of each of the individuals who are partners and the corporate name and registered or principal office of every corporation which is a partner;
(e)
where the registration to be effected is that of an individual, the present christian name and surname, and former christian name or surname, the nationality and, if that nationality is not the nationality of origin, the nationality of origin, the usual residence and the other business occupation (if any) of such individual;
(f)
where the registration to be effected is that of a corporation, its corporate name and registered or principal office;
(g)
if the business is commenced after the passing of this Act, the date of the commencement of the business.
(2)
Where a business is carried on under two or more business names, each of those business names must be stated.

Statement to 6. The statement required for the purpose of registration

be signed

by persons must, in the case of an individual, be signed by him and, in the registering.

case of a corporation, by a director or secretary thereof and,

in the case of a firm, either by all the individuals who are

partners and by a director or the secretary of all corporations which are partners or by some individual who is a partner or a director or the secretary of some corporation which is a partner, and in either of the last two cases must be verified by a statutory declaration made by the signatory:

Provided that

(a) no such statutory declaration stating that any person other than the declarant is a partner or omitting to state that any person other than as aforesaid is a partner

L.R.O. 1979 Registration of Business Names CAP. 317 ss.7-9

shall be evidence for or against any such other person in respect of his liability or non-liability as a partner; and

(b) a Judge may on application of any person alleged or claiming to be a partner direct the rectification of the register and decide any question arising under this section.

Time for

7. (1) The particulars required to bt'" furnished under this

registration.

Act shall be furnished within fourteen days after the firm or person commences business, or the business in respect of which registration is required, as the case may be.

(2) This section shall apply, in the case where registration is required in consequence of a change of name, as if for references to the date of the commencement of the business there were substituted references to the date of such change.

8. Whenever a change is made or occurs in any of the Registration

of changes

particulars registered in respect of any firm or person, such in firm. firm or person shall, within fourteen days after such change or such longer period as the Registrar may, on application being made in any particular case, whether before or after the expiration of such fourteen days, allow, furnish by sending by post or delivery to the Registrar a statement in writing in the prescribed form specifying the nature and date of the change signed and where necessary verified in the manner as the statement required on registration.

9. Where any firm or person by this Act required to furnish Penalty for

default in a statement of particulars or of any change in particulars, registration. without reasonable excuse, makes default in so doing in the manner and within the time specified by this Act, every partner in the firm or the person so in defau1t shall be liable on summary conviction to a fine of fifty dollars for every day during which the 1977-2. default continues, and the court shal1 order a statement of the required particulars or change in the particulars to be furnished to the Registrar within such time as may be specified in the order.

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by authority of the Government of Barbados

s.10 CAP. 317 Registration of Business Names L.R.D. 1979

Disability

10. (1) Where any firm or person by this Act required to

of persons

in default. furnish a statement of particulars or of any change in particulars makes default in so doing, then the rights of that defaulter under or arising out of any contract made or entered into by or on behalf of such defaulter in relation to the business in respect of the carrying on of which particulars were required to be furnished at any time while he is in default shall not be enforceable by action or other legal proceeding either in the business name or otherwise.

(2)
Notwithstanding subsection (1), the defaulter may apply to a Judge for relief against the disability imposed by this section and the Judge, on being satisfied that the defau1t was accidental or due to inadvertence or some other sufficient cause or that on other grounds it is just and equitable to grant relief, may grant such relief, either generally or as respects any particular contracts, on condition of the costs of the application being paid by the defaulter, unless the Judge otheIwise orders, and on such other conditions (if any) as the Judge may impose, but such relief shall not be granted except on such service and such publication of notice of the application as the Judge may order, nor shan relief be given in respect of any contract if any party to the contract proves to the satisfaction of the Judge that, if this Act had been complied with, he would not have entered into the contract.
(3)
Nothing herein contained shall prejudice the rights of any other parties as against the defaulter in respect of such contract.
(4)
Where any action or proceeding is commenced by any other party against the defaulter to enforce the rights of such party in respect of such contract, nothing herein contained shall preclude the defaulter from enforcing in that action or proceeding, by way of counter-claim, set-off or otherwise, such rights as he may have against that party in respect of such contract.
(5)
Without prejudice to the power of a Judge to grant relief under this section, where any proceeding to enforce any contract is commenced by a defaulter in any magistrate's court such court may, as respects that contract, grant such relief as aforesaid.

L.R.O. 1979 Registration of Business Names CAP. 317 ss.II-13

Penalty

11. Where any statement required to be furnished under

for false

this Act contains any matter which is false in any material statements. particular to the knowledge of any person signing it, that person shall, on summary conviction, be liable to imprisonment

1977-2.

for three months or to a fine of two hundred dollars, or to both such imprisonment and fine.

12. (1) The Registrar may require any person to furnish puty o to him such particulars as appear necessary to him for the piu1ars to purpose of ascertaining whether or not such person or the firm Registrar. of which such person is a partner should be registered under this Act or an alteration made in the registered particulars and may also in the case of a corporation require the secretary or any other officer of a corporation performing the duties of secretary to furnish such particulars.

(2)
Any such person when so required who fails to supply such particulars as it is in his power to give or furnishes particulars which are false in any material particular shall on summary conviction be liable to imprisonment for three months or to a fine of ninety-six dollars, or to both such imprisonment and fine.
(3)
Where from any information so furnished it appears to the Registrar that any firm or person ought to be registered under this Act or an alteration ought to be made in the registered particulars, the Registrar may require the firm or person to furnish to him the required particulars within such time as may be allowed by him, but, where any default under this Act has been discovered from the information acquired under this section, no proceedings under this Act shall be taken

against any person in respect of such default prior to the

expiration of the time within which the firm or person is required by the Registrar unde.c this section to furnish parti

culars to him.

13. On receiving any statement or statutory declaration Registrar

fo file

made in pursuance of this Act, the Registrar shall cause the statement and issue

same to be filed, and he shall send by post or deliver a certificate

certificate of

of the registration thereof to the firm or person registering, registration. and the certificate or a certified copy thereof shall be kept exhibited in a conspicuous position at the principal place of

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by authority of the Government of Barbados

ss.14-16 CAP. 317 Registration of Business Names L.R.O. 1979 10

business of the firm or individual, and if not kept so exhibited, every partner in the firm or the person, as the case may be, shall be liable on summary conviction to a fine of ninety-six dollars.

Index to be

14. The Registrar shall keep an index of all the firms and

kept.

persons registered under this Act.

Removal of

15. (1) Where any firm or individual registered under this

names from

register. Act ceases to carry on business, it shall be the duty of the persons who were partners in the firm at the time when it ceased to carry on business or of the individual, or, if he is dead, his personal representative, within three months after the business has ceased to be carried on, to send by post or deliver to the Registrar notice in the prescribed form that the firm or indivudual has ceased to carry on business.

(2)
Any person whose duty it is to give such notice who fails to do so within such time as aforesaid shall be liable on summary conviction to a fine of ninety-six dollars.
(3)
On receipt of such notice the Registrar may remove the firm or individual from the register.
(4)
Where the Registrar has reasonable cause to believe that any firm or individual registered under this Act is not carrying on business, he may send to the firm or individual by registered post a notice that, unless an answer is received to such notice within one month from the date thereof, the firm or individual may be removed from the register.
(5)
Where the Registrar either receives an answer from the firm or individual to the effect that the firm or individual is not carrying on business or does not within one month after sending the notice receive an answer, he may remove the firm or individual from the register.

Misleading

16. (I) Where any business name under which the business

business

names. of a firm or individual is carried on contains any word which, in the opinion of the Registrar, is calculated to lead to the belief that the business is under the ownership or control of Commonwealth citizens and the Registrar is satisfied that the nationality of the persons by whom the business is wholly or mainly owned or controlled is at any time such that the name is misleading, the Registrar shall refuse to register such business name or, as the case may be, remove such business name from the register.

(2)
Any person aggrieved by a decision of the Registrar under this section may appeal to a Judge whose decision shall be final.
(3)
The registration of a business name under this Act shall not be construed as authorising the use of that name if apart from such registration the use thereof could be prohibited.

17. (1) Subject to section 19, any person may- Inspection of

statements

(a)
inspect the documents filed by the Registrar; and registered. 1968-37.
(b)
require from the Registrar or Deputy Registrar- 1977-2.
(i) a certificate of the registration of any firm or person, or
(ii)
a certified copy of, or certified extract from, any registered statement.
(2)
A certificate of registration, or a copy of or extract from any statement registered under this Act, if duly certified to be a true copy or extract under the hand of the Registrar or the Deputy Registrar (whom it shall not be necessary to prove to be the Registrar or Deputy Registrar), shall, in all legal proceedings, civil or criminal, be received in evidence.

18. The Judicial Advisory Council may make rules- Power to

make rules.

(a)
prescribing the forms to be used under this Act; 1968-37.
(b)
providing generally for the conduct and regulation of registration under this Act and for any matters incidental thereto.

19. (1) There shall be payable to the Registrar in respect Fees. of the matters set out in the Second Schedule the fees specified Ie. therein in relation to those matters. 1968-37.

(2)
All fees received under subsection (1) shall be paid by the Registrar into the Consolidated Fund.
(3)
The Minister responsible for Finance may at any time

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by authority of the Government of Barbados

ss.20-22 CAP. 317 Registration of Business Names L.R.O. 1979 12

by order amend the Second Schedule by increasing or reducing any fees specified in the Schedule.

(4) An order made under subsection (3) shall be subject to negative resolution.

Publication

20. (1) Every individual and firm required by this Act

of true names, etc. to be registered shall, in all trade catalogues, trade circulars, showcards and business letters, on or in which the business name appears and which are issued or sent by the individual or firm to any person in any part of the Commonwealth; have mentioned in legible characters-

L.N. 168/

(a) in the case of an individual, his present christian name

1967.

or the initials thereof and present surname, any former christian name or surname, his nationality if he is not a Commonwealth citizen, and if his nationality is not his nationality of origin, his nationality of origin; and

(b)
in the case of a firm, the present christian names or the initials thereof and present surnames, any former christian names and surnames, and the nationality if he is not a Commonwealth citizen, and if the nationality is not the nationality of origin, the nationality of origin of all the partners in the firm or, in the case of a corporation being a partner, the corporate name.
(2)
Where default is made in compliance with this section the individual or, as the case may be, every member of the firm shall be liable on summary conviction for each offence to a fine of twenty-four dollars:

L.N.8/1964. Provided that no proceedings shall be instituted under this section except by or with the consent of the Director of Public Prosecutions.

Offences by 21. vVhere a corporation is guilty of an offence under this corporations.

Act every director, secretary and officer of the corporation who is knowingly a party to the default shall be guilty of a like offence and liable to a like penalty.

Expenses. 22. All expenses incurred in carrying out the provisions of this Act shall be paid out of moneys to be provided by Parliament.

FIRST SCHEDULE s.4.

Description of firm, etc.

Where the firm, individual or corporation required to be registered carries on business as nominee or trustee.

Where the firm, individual or corporation required to be registered carries on business as general agent for any foreign firm.

The additional Particulars

The present christian name and surname, any former name, nationality and, if that nationality is not the nationality of origin, the nationality of origin, and usual residence, or, as the case may be, the corporate name, of every person or corporation on whose behalf the business is carried on:

Provided that if the business is carried on under any trust and any of the beneficiaries are a class of children or other persons, a description of the class shall be sufficient.

The business name and address of the firm or person as agent for whom the business is carried on:

Provided that if the business is carried on as agent for three or more foreign firms it shall be sufficient to state the fact that the business is so carried on, specifying the countries in which such foreign firms carryon business.

SECOND SCHEDULE

s, 19.

Fees 5.1.1981/

91.

$ ¢

  1. By any firm or person furnishing a statement of particulars required by section 5 which fee shall cover the issue of one certificate of registration 100.00

  2. By any firm or person furnishing and registering any particulars required by the First Schedule when such particulars are not furnished with the statement of particulars required bysection 5, which fee shall cover the issue of one certificate of registration 100.00

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2nd Sch. CAP. 317 Registration of Business Names L.R.O. 1985 14

3. By any firm or person furnishing a statement of any change within $ r:/ the meaning of section 8, which fee shall cover the issue of one certificate of the registration of such statement .

"

  1. By any firm or person sending or delivering a notice under section 15 that the firm or person has ceased to carry on business

  2. By any person inspecting under section 17 the documents ftled by the Registrar, for each inspection

50.00

2.00

By any person requiring under section 17

(a)
a certificate of registration of any firm or person 40.00
(b)
a copy of or extract from any registered statement to be certified by the Registrar, Per folio of ninety words 2.00

,

7. By any person applying or appealing to a Judge under section 6, 10, or 16, as the case may be 20.00

.. .