What is the difference between a trade name and a trademark? Before you select your business name you need to understand how the kinds of business names differ. Names fall into three categories:
Trade Namesidentify a company, e.g., the "Coca Cola Company" or "Computaire Services." Any type of business may call itself a company.
Corporate Namesidentify corporations, e.g., "Cabot Corporation" or "Marketing Concepts, Inc." The words "Incorporated," "Corporation," or "limited," or their abbreviations, must appear in a corporate name and may not appear in the name of an unincorporated company.
Trademarks are any word, name, symbol, or device or any combination of these used to identify the goods of a business and distinguish those goods from the products of others. For example, the word "Kleenex" is a trademark. Similarly, there are service marks which may be used to identify and distinguish a business that provides a service rather than goods. For example, the word "Greyhound" is a service mark for transportation services.
BEFORE YOU CHOOSE A NAME
When choosing a name for your business you might want to begin by looking at types of names that are already being used by businesses similar to your own. There are several sources of such information. You can find lists of business names at the Corporations Division of the Secretary of State, your local city or town hall, in the library, in relevant trade journals, and even in the telephone book.
As you are considering possible names you must take care to choose a name that is not already being used by another business. Do everything you can within reason to assure that yours will be the only business of that type using a particular name.
If you decide to incorporate your business, you must contact the Corporations Division. If you have decided on a name for your corporation but are not yet ready to incorporate, you can reserve a name for 30 days. This reservation will protect the business name from infringement while you prepare to incorporate and should be done before taking any other steps to do business in the state. A corporate name may not be reserved by a telephone request. The reservation of a name for 60 days becomes effective only upon written request to the Corporations Division and payment of a $30 fee to:
Secretary of State's Office
One Ashburton Place, 17th Floor
Boston, MA 02108
You will be prohibited from using a name if another corporation is already using it or one that is very similar. An exemption may be made if you are able to obtain a letter of consent from the other corporation giving you permission to use a similar name.
- Required Filings After Your Name is Chosen
- Corporation Articles of Organization Secretary of State's Office
- Limited Liability PartnershipàCertificate of Lt. Liability PartnershipàSecretary of State's Office
- Limited Liability CorporationàCertificate of Lt. Liability Corporation Secretary of State's Office
- General Partnership Doing Business As (dba) Certificate Local City or Town Hall
- Sole Proprietorship dba Certification Local City or Town Hall
What you must do after you have a name for your business is largely determined by the type of business you have set up. Use the following chart as a check list to determine (1) whether you must file organizational forms with the state, and (2) whether you must file a business certificate in your local community. Remember that many businesses are regulated and that you may need to apply for state and/or local permits or licenses before you begin. Since laws, regulations, rulings, and rates continually change, your lawyer and accountant should be contacted.
Local Filing. Under Massachusetts law, a person doing business under a name different than his/her own must file a business certificate, or "dba" (doing business as), at the city or town hall clerk's office where you maintain an office. If the company has more than one location, you must register in the city or town where the headquarters are located. The fee for this filing varies from town to town but is approximately $25 for four years. The only case in which you do not have to file a "dba" is when you are doing business as a sole proprietor under your own complete name, such as "John Smith Company."
Your filing of a business certificate at the local level does not protect your name as does a corporate filing or a trademark registration. A business certificate primarily allows consumers and creditors to identify the names of the actual owners of a business. Therefore, a city or town clerk may even accept more than one certificate with an identical business name in order to provide this public record.
Filing Name and Purpose of Corporation.
There can be as few as one person to establish a corporation. You must state the purpose of the corporation. Taxes and liability considerations should determine business forms. The filing fee is $200, which enables corporations to issue stock. You do not have to file with your city or town hall if you file with the Secretary of State's Office.
For further information contact the Corporations Division of the Secretary of State at (617) 727-9640, or by mail at: One Ashburton Place, 17th floor, Boston, MA 02108.