Business Registration Services

Registering Your Business Name

Why register your business name?
What names are available?
What makes a name distinguishable?
Are all businesses required to register and use an assumed business name?
Protecting and defending your business name?

Why register your business name?
The main reason to register your business name is to tell the public (and other businesses) who is doing business under that name.
The law requires people transacting business in Oregon under an assumed name to register it as a public record with the State of Oregon Corporation Division. This registration lets the public know that the holder of the name intends to do business under that name, and both aids the business owner in establishing his name with other businesses, and gives the public contact information for legal proceedings. Similarly, to create a business entity such as a corporation or limited liability company, proper organization documents must be filed with the division.

If a person transacts business with an unregistered assumed business name, he or she may not have standing in court to pursue or defend legal actions, and may find it difficult to do business, for example, getting licenses, opening bank accounts, and entering into contracts.

What names are available?
The business name must be available for registration purposes. That means that no other business with exactly the same name has an active (up to date) registration on the division’s database. There may be businesses of record with that name that are no longer active. There may be businesses in other states or countries that do business under that name. There may even be businesses in Oregon that are operating under that name, but have not yet registered. The Corporation Division’s records do not include every business that may be using that name, but if the name is not already taken by an active registration on the database, it’s available for you to register in the public record.

What makes a name distinguishable?
The law requires the Secretary of State to accept names that are “distinguishable upon the record.”

Distinguishable on Record (From Oregon Administrative Rule 160-010-0012)
For purposes of the reservation, registration, or use of a name under ORS chapters 58, 60, 62, 63, 65, 67, 70, 128, 554, and 648, a name is distinguishable on the records of the Secretary of State Business Registry office from the name of any other active organized entity, and from a reserved or registered name, if —
           (1) Each name contains one or more different letters or numerals, or has a different sequence of
                 letters or numerals, except that adding or deleting the letter “s” to make a word plural, singular,
                 or possessive shall not cause a name to be distinguishable;
          (2) One of the key words is different;
          (3) The key words are the same, but they are in a different order; or
          (4) The key words are the same, but the spelling is creative or unusual.
          (5) The difference in key words is between how a number is expressed, as a numeral, Roman
                numeral, or word representing a numeral.

Basically, a business name is “distinguishable” if it does not copy a name already on record. A word or even a letter’s difference in a name is often enough to tell it apart from another name in the database. In addition, an assumed business name is filed by county, so there may be identical names in the database but associated with different counties.

Are all businesses required to register and use an assumed business name?
If the name of your business includes the “real and true” name of each owner, then you do not have to use or register an assumed business name. A “real and true” name means your first name, middle initial or name, and last name. For example, if your name is Tom G. Sorenson, and you conduct business under the name Tom G. Sorenson Construction, you would not be required to register an assumed business name. For corporations, limited liability companies, and other business entities, the business name registered with the Corporation Division is the real and true name of the business, so no additional name registration is required. An assumed business name is only required for entities like corporations and LLCs if they are conducting business under a name other than the registered name for the entity.

Examples of Assumed Business Names
Real and True Name	Doing Business As
	Don’t Need to Register ABN	Need to Register ABN
John Public Construction, Inc.	John Public Construction, Inc.	John Public Construction John Public Homes JPC Homes
Jane J. Jones	Jane J. Jones Enterprises	Jane Jones Enterprises Jane’s Enterprises Jones Enterprises Jane J. Jones & Company Jane Jones & Associates
Michael L. Jones & John Smith	Michael L. Jones & John Smith Michael L. Jones & John Smith Enterprises	Michael Jones & John Smith Mike Jones & John Smith M. Jones & J. Smith Jones & Smith M & J Enterprises

Protecting and defending your business name?
Registering your name doesn’t give you the right to use it.

The law requires business owners to register a public record of assumed business names and entities such as corporations, but the authority to use the name comes only through asserting those rights through use and legal action.

Registering your name doesn’t imply you can legally use it. For example, you might be able to register “Starbucks Coffee and Tea” with the Corporation Division, but the real Starbucks could still sue you. Also, someone may register a business name that is like yours, but not exactly the same. That doesn’t suggest they have a right to use that name, it just means they’ve told the public they want to do business using that name.

Your right to your business name is mainly established by using the name in business, and is enforced by legal action – not by the Corporation Division. This may mean you’ll need to sue in court to stop the offender.

If you find yourself in this situation, it is very important to get the advice of an attorney. Consider what the loss of business and reputation will cost you if you don’t get proper advice. If you weigh the time and expense it will take to straighten out mix-ups with the other business against a visit or two to a lawyer, you’ll have a better idea of just how affordable a consultation might be.

To find a business attorney, consult the Oregon Bar Association’s free referral service at 1-800-452-7636, or ask other business owners whom they recommend.