The current national business name register was introduced in 2012 and is managed by the Australian Securities and Investments Commission (“ASIC”). This register replaces the previous State and Territory based registers.
Prior to the introduction of the national business name register, the Registrar of the Australian Business Register (“ABR”) had an obligation to record on the ABR, against an entity’s Australian Business Number (“ABN”):
- business names registered for the entity under the old State or Territory laws; or
- if a business name was not registered for the entity – the entity’s trading name which was any name used by the entity for business purposes.
Historically, many entities have adopted a trading name that was not a registered business name. This unregistered trading name is often used on tax invoices in lieu of a legal name.
With the commencement of the national business name register on 28 May 2012, the ABR ceased collecting and updating trading names that were not business names registered with ASIC.
However, under transitional rules associated with the introduction of the national register, unregistered trading names that were recorded prior to 28 May 2012 have continued to be displayed and maintained on the ABR.
The transitional period ends on 31 October 2018. From 1 November, the ABR will display an entity’s legal name and will only display business or trading names that are registered with ASIC. Any unregistered business or trading names will no longer appear on the ABR.
Trusts and trustee names
Trusts are required to have their own ABN, separate to the trustee. Historically, most operating trusts have recorded the name of their corporate trustee as their trading name against their ABN.
From 1 November 2018, where the trustee’s name is recorded as a trading name, the trustee’s name will be removed from the ABR as it will no longer qualify as a registered business name. Businesses that operate through trusts will need to pay particular attention to these business name changes and may need to register a qualifying business name with ASIC against the ABN of the Trust.
Tax invoice implications
If you use a trading name on tax invoices (and that name is not your legal name, or a business name registered with ASIC), from 1 November 2018 the entities you deal with may be unable to use the ABN Lookup facility on the ABR to verify your identity or GST registration status.
This means that if your tax invoices only contain an unregistered trading name, they may no longer be accepted as valid by your customers, and this may also have no-ABN withholding implications.
If you are operating through a trust and only the Trustee’s name appears on the invoice, it may be necessary to also add the full Trust details to the invoice to ensure its validity.
If you wish to use a trading name for business purposes, it is important that you register your trading name as a business name with ASIC by 31 October 2018.
To register a business name, you must have:
- an ABN (or have applied for an ABN);
- a proposed business name ready (i.e. your trading name); and
- the business details.
If you currently have several unregistered trading names appearing against your ABN listing on the ABR, you will need to separately register each of these names with ASIC as a registered business name if you wish to continue to be associated with these names and use them as part of your business.
Business name availability
In order to register a business name with ASIC, the name must be available. That is, the business name must not be a name that:
- is already registered to another entity;
- is identical or nearly identical to a name already registered to another entity; and
- includes words or phrases that are restricted, offensive or could imply a connection to a government or similar organisation.
If the name you want is not available, ASIC recommends you alter your choice so that it differs from any existing or restricted names.
Unlike with the previous ABR rules, it is not possible to register a full corporate entity name as a trading name.
A fee is payable for registering a business name.
Payments must be made within 10 days of lodging the application or the application will be cancelled, and it will be necessary to reapply.
The fees for registering and renewing a business name are:
- $36 for one year; or
- $84 for three years.
An entity may update its business name details and cancel a business name on ASIC without additional fees.
There is no fee for transferring a business name. However, the person or business receiving the business name needs to pay a fee when they register the business name under their details.
The new changes will come into effect from 1 November 2018. Our specialist Corporate Affairs and Transaction Taxes teams are ready to assist you with the transition process. Please contact your Pitcher Partners representative for further information.