Naming a partnership (not LLP)
Discussion
I'm in process of setting up a business which will be a partnership with my wife (I'm aware that this is basically the same as a sole trader).
I would like to name it "A-Bcd" - not the actual name! - (i.e. "Mr & Mrs FWIW trading as A-Bcd") but the the name "A-BCD" (case sensitive) is a product trade mark (in the same industry as I am in). If I later want to create a Ltd company, I realise that I would not be able to call it "A-Bcd Ltd" so I would call it "A-Bcd Services Ltd".
My question is; can I call the partnership "A-Bcd" or would it have to be "A-Bcd Services"? I am planning on purchasing the domain "A-Bcd.co.uk"
Hope that makes sense!!
I would like to name it "A-Bcd" - not the actual name! - (i.e. "Mr & Mrs FWIW trading as A-Bcd") but the the name "A-BCD" (case sensitive) is a product trade mark (in the same industry as I am in). If I later want to create a Ltd company, I realise that I would not be able to call it "A-Bcd Ltd" so I would call it "A-Bcd Services Ltd".
My question is; can I call the partnership "A-Bcd" or would it have to be "A-Bcd Services"? I am planning on purchasing the domain "A-Bcd.co.uk"
Hope that makes sense!!
Is there any reason why you have chosen a partnership over a limited company?
A partnership is similiar in some ways to a sole tradership but there are some very important considerations you need to be aware of that are unique to partnerships - both legal and tax related.
Have you spoken to an accountant?
A partnership is similiar in some ways to a sole tradership but there are some very important considerations you need to be aware of that are unique to partnerships - both legal and tax related.
Have you spoken to an accountant?
Eric Mc said:
Is there any reason why you have chosen a partnership over a limited company?
A partnership is similiar in some ways to a sole tradership but there are some very important considerations you need to be aware of that are unique to partnerships - both legal and tax related.
Have you spoken to an accountant?
Thanks Eric.A partnership is similiar in some ways to a sole tradership but there are some very important considerations you need to be aware of that are unique to partnerships - both legal and tax related.
Have you spoken to an accountant?
Yes, I've chosen the partnership route after speaking to an accountant. Basically because the company won't have any (significant) liabilities - i guess the best way to describe it is that I'll be acting as a sales agent (for more than one company) - I'll only be invoicing commission/retainers to my clients. It's not a Professional service as such so I don't envisage any Professional liability risk. There is then the potential to transfer the Goodwill to the Ltd at a later date.
FWIW said:
Thanks Eric.
Yes, I've chosen the partnership route after speaking to an accountant. Basically because the company won't have any (significant) liabilities - i guess the best way to describe it is that I'll be acting as a sales agent (for more than one company) - I'll only be invoicing commission/retainers to my clients. It's not a Professional service as such so I don't envisage any Professional liability risk. There is then the potential to transfer the Goodwill to the Ltd at a later date.
And your wife's role?Yes, I've chosen the partnership route after speaking to an accountant. Basically because the company won't have any (significant) liabilities - i guess the best way to describe it is that I'll be acting as a sales agent (for more than one company) - I'll only be invoicing commission/retainers to my clients. It's not a Professional service as such so I don't envisage any Professional liability risk. There is then the potential to transfer the Goodwill to the Ltd at a later date.
Mgd_uk said:
I think you should pick a different name as the trademark and passing off laws would mean you will likely end up with a trademark lawyer letter in your possession and the costs associated with it.
I appreciate that that is sensible advice, but the trademark is for a product so there could be no passing off. I would say its analogous to 'iPod" being a trademark but there are companies called "iPod Clinic Ltd" etc. Would it be a problem to call a Partnership "FWIW t/a iPod"? FWIW said:
I appreciate that that is sensible advice, but the trademark is for a product so there could be no passing off. I would say its analogous to 'iPod" being a trademark but there are companies called "iPod Clinic Ltd" etc. Would it be a problem to call a Partnership "FWIW t/a iPod"?
I wouldn't want to be in an unlimited liability position using someone else's trademark unless I knew they weren't litigious.FWIW said:
Eric Mc said:
And your wife's role?
Accountant 
edit...Bookkeeper/PA would be more accurate - she would actually be doing a reasonable amount of work.
I'm still not sure why you have chosen a simple partnership set up - with all its attendant risks - over a limited company.
Eric Mc said:
And will she be putting equity in the form of capital into the partnership?
I'm still not sure why you have chosen a simple partnership set up - with all its attendant risks - over a limited company.
Neither of us will be putting equity in. Should we be? I'm still not sure why you have chosen a simple partnership set up - with all its attendant risks - over a limited company.
My understanding is that it’s more tax efficient and less arduous in terms of statutory reporting, but I appreciate that the advantages may be minimal. The clincher for me was the opportunity to transfer the goodwill to a Ltd at a later date.
Is my (interpretation of the account’s) logic flawed?
Edited by FWIW on Monday 4th February 23:15
Alpinestars said:
You can name the business without the T/A bit, BUT be very aware of passing off (common law), which protects other businesses with a similar name/IP etc. What you’re suggesting sounds like passing off.
Thanks. Clearly I want to avoid any litigation risk, but this is not Passing Off which can be defined as:Making some false representation likely to induce a person to believe that the goods or services are those of another.
And:
In order to succeed in a passing off action the claimant has to prove that:
They possess a reputation or goodwill in their goods, name, mark, etc;
There has been a misrepresentation by the defendant which has led to confusion;
This misrepresentation has caused damage to the claimant's reputation or goodwill in the claimant's goods, name, mark, etc.
What is less clear is the potential for trademark infringement, but even then I’m can’t see a breach:
the unauthorised use of a registered trade mark by any third party on any goods or services identical with the goods or services specified on the register.
FWIW said:
Thanks. Clearly I want to avoid any litigation risk, but this is not Passing Off which can be defined as:
Making some false representation likely to induce a person to believe that the goods or services are those of another.
And:
In order to succeed in a passing off action the claimant has to prove that:
They possess a reputation or goodwill in their goods, name, mark, etc;
There has been a misrepresentation by the defendant which has led to confusion;
This misrepresentation has caused damage to the claimant's reputation or goodwill in the claimant's goods, name, mark, etc.
What is less clear is the potential for trademark infringement, but even then I’m can’t see a breach:
the unauthorised use of a registered trade mark by any third party on any goods or services identical with the goods or services specified on the register.
A little bit of knowledge is a dangerous thing. Making some false representation likely to induce a person to believe that the goods or services are those of another.
And:
In order to succeed in a passing off action the claimant has to prove that:
They possess a reputation or goodwill in their goods, name, mark, etc;
There has been a misrepresentation by the defendant which has led to confusion;
This misrepresentation has caused damage to the claimant's reputation or goodwill in the claimant's goods, name, mark, etc.
What is less clear is the potential for trademark infringement, but even then I’m can’t see a breach:
the unauthorised use of a registered trade mark by any third party on any goods or services identical with the goods or services specified on the register.
If you name your business 'iPod' and sell music devices, Apple could quite clearly pursue you for passing off. If you name your business 'iPod' and sell bananas, then it is a bit less clear. I wonder why you want to name your business after a trademark of another if your intention is not to take advantage of its reputation by selling the same or similar products?
In any event, even if you are right and it isn't passing off, do you really want to risk being sued anyway?
OP, speak to a lawyer as well as your accountant. In fact, speak to 2 - a corporate specialist who can advise you on the merits of a partnership vs an LLP or limited company, and an IP specialist who can advise you on the IP infringement risk.
As a poster above noted, a little knowledge can be a dangerous thing.
It'll be a few hundred quid, but it will either set your mind at rest, or pursue a different course which will set your mind at rest.
As a poster above noted, a little knowledge can be a dangerous thing.
It'll be a few hundred quid, but it will either set your mind at rest, or pursue a different course which will set your mind at rest.
Not at the moment. I think by far the biggest factor is the fact that partnerships have no limits on their liabilities - and that each partner is fully liable for the debts and risks incurred by the other partner. So, not only could you ruin yourself financially, but also your wife. That's where the madness occurs.
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