An overhaul of the ‘Business Name’ regime in Ireland is being proposed in the General Scheme of the Registration of Limited Partnerships and Business Names Bill 2024 (the General Scheme). This follows a consultation process.
The General Scheme indicates that the current regime, set out in the Registration of Business Names Act 1963, will be repealed and replaced by a new regime which will “provide for modern business practices and a robust, transparent and fit for purpose regulatory framework for those engaged in business using a business name”.
The purpose of the legislation has not changed. Every person, firm, or body corporate, having a place of business in Ireland and carrying on a business under a business name that is not their own name, must register the business name within one month of adoption. However, the proposed new provisions will provide more grounds for the removal of business names and for service of notices electronically. Existing registrations will be required to re-register to maintain the registration, once notified by the Registrar to do so. If introduced, the new regime will also ensure the Register of Business Names (the Register) is kept up-to-date and provides more accurate information to those dealing with registered businesses, particularly consumers.
Renewal procedure
One fundamental change is the introduction of a renewal procedure to maintain a business name. A business name certificate, if issued, will be valid for five years from the date of registration.
A three-month time period, prior to the expiration of the five years, has been proposed to enable a holder to confirm the continued registration of the business name and to update the Register with any changes . If no renewal is forthcoming, the Registrar will issue a notification warning that the business name will be removed from the Register in 28 days. This notice may be issued electronically and/or by ordinary post to the principal place of business recorded on the Register.
Registration procedure
When the above is introduced, it will be even more important to ensure that the information on the Register is accurate and maintained. Information required to be furnished for individuals includes the Personal Public Service (PPS) number of the individual and, in the case of non-EEA persons, proof that non-EEA persons are entitled to set up and carry on a business in Ireland. If the registration form is signed by some individual who is a partner, or by a director or secretary of some body corporate which is a partner, the signature must be verified by a statutory declaration.
It is proposed that it will be a category 2 offence to knowingly file false registration details and a category 3 offence to fail to comply with the registration process. A body corporate can also be guilty of an offence.
As part of the registration process, the Registrar is entitled to request evidence that the applicant is trading from a substantial place of business in the State which cannot be solely a post box or letter box address and, in the absence of this information being furnished, the business name will not be registered.
Existing grounds for refusal of a business name will be extended to include where the relevant business name is deemed "undesirable, misleading, or the timeline for providing further information to the Registrar has expired". Where the Registrar has reasonable cause to doubt the veracity or authenticity of any document filed in purported compliance with the legislation, the Registrar will be empowered to issue a notice requesting such additional information or documents as they consider appropriate in the circumstances. The request must be complied with within a 28-day period. To ensure enforcement, prosecutions may be brought by the Director of Public Prosecutions, or the Corporate Enforcement Authority. The Registrar can also prosecute for failure to file changes to a registration record.
Removal of registration
Changes to the rules around the removal of a business name are also proposed. A three-month time period to notify cessation is being introduced. The grounds under which the Registrar can remove a registration are being expanded to include where:
Notification of removal will be issued by the Registrar. The notice must state the ground(s) for removal of the business name, set out the remedial steps necessary and specify the time period, not less than 28 days after the issue date of the notice, to remedy the issue(s), or the name will be removed.
Transition period
A transition period of 30 months will apply following the commencement of the new legislation. In this time, the Registrar shall identify businesses with registered business names that are no longer carrying on business and remove them from the Register.
The Registrar shall notify all current registered holders of business names that they must re-register within 12 months of the Registrar’s notice being issued, or risk removal from the Register.
Current steps to take
Businesses who have a registered business name should check whether they still require the business name and, if so, ensure that the registered information is current and accurate. If not required, a filing can be made to remove the business name.
Those with existing business names registered must ensure they comply with the new registration requirements within 12 months of receiving a notice from the Registrar (to be issued within the 30-month transition period following commencement).
