Business Names Act

Link to law: http://laws.gov.ag/acts/chapters/cap-63.pdf
Published: 1989

Business Names (CAP. 63 1

CHAPTER 63

THE BUSINESS NAMES ACT

Arrangement of Sections
Section

1. Short title.
2 . Interpretation.
3 . Firms and persons to be registered.
4. Registration by nominee, etc.
5. Manner and particulars of registration.
6. Statement to be signed by persons registering.
7. Time for registration.
8. Registration of changes in firm.
9. Penalty for default in registration.

10. Disability of persons in default.
11. Penalty for false statements.
12. Duty to furnish particulars to Registrar.
13. Registrar to file statement and issue certificate of

registration.
14. Index to be kept.
15. Removal of names from register.
16. Misleading business names.
17. Inspection of statements registered.
18. Power to make rules.
19. Fees.
20. Publication of true names, etc.
2 1. Offences by corporations.
22. Expenses.

FIRST SCHEDULE.
SECOND SCHEDULE.

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Business Names (CAP. 63 3

BUSINESS NAMES

AN ACT to provide for the names under which per-
sons may carry on business in Antigua and Barbuda and
for the registration of firms and persons carrying on business
under business names and for other purposes connected
therewith.

(3rd August, 1989.) 1611989.

1. This Act may be cited as the Business Names Act. short title.

2. (1) In this Act- Interpretation.

"business" includes a profession;

"business names" 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 unincorporated body of two or more
individuals, and one or more corporations, or two
or more corporations, who have entered into part-
nership with one another with the view to carrying
on business for profit;

"foreign firm" means any firm, individual, or corpora-
tion whose principal place of business is situate out-
side Antigua and Barbuda;

"individual" means a natural person and does not in-
clude a corporation;

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

"showcards" means cards containing or exhibiting ar-
ticles dealt with, or samples or representations
thereof.

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4 CAP. 63) Business Names

(2) In 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.

Firms and
persons to be

3. (1) The following shall be registered in the man-
registered. ner directed by this Act:

(a) every firm having a place of business in Antigua
and Barbuda and carrying on business under a business
name which does not coilsist of the true surnames of
all partners who are individuals and the corporate names
of all partners who are corporations without any addi-
tion other than the true christian names of individual
partners or initials of such christian names;

( b ) every individual having a place of business in
Antigua and Barbuda and carrying on business under
a 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 Antigua and Barbuda, who or a member
of which, has either before or after the passing of this
Act changed his name, except in the case of a woman
in consequence of marriage.

(2) Where the addition merely indicates that the
business is carried on in succession to a former owner of
the business, that addition shall not of itself render registra-
tion necessary.

(3) 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; and

(4) 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.

(5) 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 sale thereof.

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Business Names (CAP. 63

4. (1) Where a firm, individual or company having ~I$;Z.O,:~~Y
a place of business in Antigua and Barbuda-

(a) carries on the business wholly or mainly as a
nominee or trustee of or for another persoil or another
company; or

( b ) acts as general agent for any foreign firm,

such individual or corporation shall be registered in the
manner provided by this Act, and in addition to the other
particul&s required to be furnished and registered, there shall
be furnished and registered the particulars mentioned in the
First Schedule. First Schedule.

(2) Where the business referred to in subsection (1) is
carried on by a trustee in bankruptcy or a receiver or manager
appointed by the court, registration under this section shall
not be necessary.

5 . (1) Every firm or person required under this Act Manner and
particulars of to be registered shall furnish by sending by post or deliver- registration.

ing to the Registrar a statement in writing in the prescribed
form containing the following particulars-

( a ) the business name;

(6 ) the general nature of the business;

( 6 ) the principal place of business;

(6) 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;

(f) where the registration to be effected is that of
a corporation, its corporate name and registered or prin-
cipal office;

Cg) if the business is commenced after the passing
of this Act, the date of the commencement of the
business.

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6 CAP. 63) Business Names

( 2 ) Where a business is carried on under two or more
business names, each of those business names must be stated.

Statement to be 6. The statement required for the purpose of registra-
signed by
persons tion must, in the case of an individual, be signed by him
registering. and, in the case of a firm, either by all the individuals who

are partners and by a director or the secretary of all cor-
porations 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;
but

( 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 part-
ner shall be evidence for or against any such other per-
son in respect of his liability or non-liability as a part-
ner; and

(6) the Registrar may on application of any person
alleged or claiming to be a partner direct the rectifica-
tion of the register and decide any question arising under
this section.

Time for
registration.

7. (1) The particulars required to be furnished under
this Act shall be furnished within fourteen days after the firm
or person commences business.

( 2 ) This section shall apply, in the case where registra-
tion 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.

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

the particulars registered in respect of any firm or person,
such 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
like manner as the statement required on registration.

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Business Names (CAP. 63 7

9. Where any firm or person is by this Act required Penalty for
default in to furnish a statement of particulars or of any change in par-

titulars, 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 default is liable
on summary conviction to a fine of one hundred dollars for
every day during which the default continues, and the court
shall 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.

10. (1) Where any firm or person by this Act is Disability ersons in of
required to furnish a statement of particulars or of any change $,fault.
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 par-
ticulars were required to be furnished at any time while he
is in default shall not be enforceable by action or other legal
proceedings either in the business name or otherwise.

(2) Notwithstanding subsection (I), the defaulter may
apply to a Judge for relief against the disability imposed by
this section and the Judge, on being satisfied that the default
was accidental or due to inadvertence or some other suffi-
cient 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 contract, on conditions of the costs
of the application being paid by the defaulter, unless the Judge
otherwise 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 shall 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 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

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8 CAP. 63) Business Names

of such party in respect of such contract, nothing herein con-
tained shall preclude the defaulter from enforcing in that
action or proceeding, by way of counterclaim, set-off or other-
wise, such rights as he may have against the party in respect
of such contract.

(5) Without prejudice to the power of a Judge to grant
relief under this section, where any proceedings 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.

Penalty for false
statements.

1 . Where any statement required to be furnished
under this Act contains any matter which is false in any
material particular to the knowledge of any person signing
it, that person shall, on summary conviction, be liable to
imprisonment for three months or to a fine of one thousand
dollars, or to both such imprisonment and fine.

Duty to furnish
particulars to

12. (1) The Registrar may require any person to fur-
Registrar. nish to him such particulars as appear necessary to him for

the purpose of ascertaining whether or not such person or
the firm of which such person is a partner should be registered
under this Act or an alteration made in the registered par-
ticulars and may also in the case of a corporation require
the secretary or any other officer of a corporation perform-
ing 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 fur-
nishes particulars which are false in any material particular
shall on summary conviction be liable to a fine of one thou-
sand dollars and to imprisonment for six months.

(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

LAWS OF ANTIGUA AND BARBUDA

Business Names (CAP. 63

person is required by the Registrar under this section to fur-
nish particulars to him.

13. O n receiving any statement or statutory declara- Registrar to file
tion made in pursuance of this Act, the Registrar shall cause ~ ~ ~ ~ ~ ~ i ~ ~ ~ t a d t e
the same to be filed, and he shall send by post or deliver of registration.
a certificate of the registration thereof to the firm or person
registering and the certificate or a certified copy thereof shall
be kept exhibited in a conspicuous position at the principal
place of 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 one thousand dollars.

14. The Registrar shall keep an index of all the firms Index to be kept.
and persons registered under this Act.

15. (1) Where any firm or individual registered under f;,",";;:,":
this Act ceases to carry on business, it shall be the duty of register.
the persons who were partners in the firm at the time when
it ceased to carry on business or 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 individual 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 one thousand dollars.

(3) O n 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

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10 CAP. 63) Business Names

after sending the notice receive an answer, he may remove
the firm or individual from the register.

Misleading
business names.

16. (1) Where any business name under which the
business 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 Antigua and Barbuda citizens and the Registrar
is satisfied that the nationality of the person 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.

Inspection of
statements

17. (1) Any person may inspect the documents filed
registered. by the Registrar on payment of such fees as may be prescribed

and any person may require a certificate of the registration
of any firm or person or a copy extract from any registered
statement to be certified by the Registrar or Deputy
Registrar.

(2) A certificate of registration, or a copy or extract from
any statement registered under this Act, duly certified to
be a true copy or extract under the hand of the Registrar
or the Deputy Registrar (whom it shall be necessary to prove
to be the Registrar or Deputy Registrar) shall, in all legal
proceedings, civil or criminal be received in evidence.

Power to make 18. The Minister may make rules-
rules.

(a) prescribing the forms to be used under this Act;

(6) providing generally for the conduct and regula-
tion of registration under this Act and for any matters
incidental thereto.

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Business Names (CAP. 63 11

19. (1) There shall be payable to the Registrar in ;E:z:hd Schedule.
respect of the matters set out in the Second Schedule the
fees specified therein in relation to those matters.

(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 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 sub-
ject to negative resolution of the House.

20. (1) Every individual and firm required by this Publication of
true names, etc.

Act to be registered shall, in all trade catalogues, trade cir-
culars, 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 part of Antigua andBarbuda have
mentioned in legible characters-

(a) in the case of an individual, his present chris-
tian names or the initials thereof and present surname,
former christian name or surname, his nationality if he
is not an Antigua and Barbuda citizen, and if his
nationality is not his nationality of origin; and

(6) 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 an Antigua and Barbuda 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 sec-
tion 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 five hundred dollars; but no proceedings
shall be instituted under this section except by or with the
consent of the Director of Public Prosecutions.

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12 CAP. 63) Business Names

Offences by
corporations.

2 1. Where a corporation is guilty of an offence under
this Act every director, secretary and officer of the corpora-
tion 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 provi-
sions of this Act shall be paid out of moneys to be provided
by Parliament.

FIRST SCHEDULE (Section 4)

Where the firm, individual or The present christian name and,
corporation required to be if that nationality is not the
registered carries on business as nationality of origin, the na-
nominee or trustee. tionality 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 per-
sons, description of the class
shall be sufficient.

Where the firm, individual or The business name and address
corporation required to be of the firm or person as agent
registered carries on business as for three or more foreign firms
general agent for any foreign it shall be sufficient to state the
firm. fact that the business is so car-

ried on, specifying the countries
in which such foreign firms
carry on business.

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Business Names (CAP. 63

SECOND SCHEDULE (Section 19)

Fees $

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 register-
ing any particulars required by the First Schedule when
such particulars are not furnished with the statement of
particulars required by section 5, which fee shall cover
the issue of one certificate of registration ................ 100.00

3. By any firm or person furnishing a statement
of any change within the meaning of section 8, which
fee shall cover the issue of one certificate of the registra-
tion of such statement .......................................... 50.00

4. By any firm or person sending or delivering a
notice under section 15 that the firm or person has ceas-
ed to carry on business ....................................... 50.00

5. By any person inspecting under section 17 the
documents filed by the Registar, for each inspection. 10.00

6. By any person requiring under section 17-

(a) a certificate of registration of any firm or
........................................ person 50.00

( 6 ) a copy of or extract from any registered
statement certified by the Registrar,
per page .................................... 2.00

7. By any person applying or appealing to a Judge
under section 5, 10 or 16, as the case may be ........ 25.00
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