Business and Brand Identity: Trademark, Assumed Business Name, and Legal Corporate Name

When starting and operating a business, there are three distinct legal names that can shape a company’s identity: trademark, assumed business name, and legal corporate name.  Each has a different purpose.  Understanding the difference is essential for businesses to protect their brand, comply with the law, and thrive in a dynamic market.

The Legal Corporate Name: A Business’ Legal Identity

The Legal Corporate Name is the official name registered with the state and serves as the company’s legal identity. It is the name under which the entity operates its business affairs and interacts with government authorities.  If you consider an assumed business name like someone’s nickname, then the legal corporate name is what’s printed on the business’ official ID and birth certificate (in this case, the Articles of Organization for a limited liability company or Articles of Incorporation for a corporation).

Changes to this name require careful consideration.  If you change your business’ name, you should consult with a lawyer because there are formal processes and checklists to follow.  Bank accounts, contracts, signage, insurance policies, website accounts and a host of other things might be affected.  For this reason it is important to be careful when selecting or changing a name, just like changing individual name.

Assumed Business Name: A Legal Requirement for Businesses With Nicknames

The government wants people to be able to identify who they are doing business with.  So if a person or business entity uses any name aside from their legal individual or legal corporate name, it must be registered as an assumed business name under Oregon law. This may be called a “dba” (for “doing business as”) or a “trade name” in other jurisdictions. 

If you operate under a different name and fail to register the assumed business name in Oregon, technically you are breaking Oregon law and could be subject to damages or modest fines.  So assumed business names are fundamentally a legal requirement for a business that adopts a nickname.

On the flip side, registering an Assumed Business Name essentially allows companies to operate under an alias. This legal alias provides flexibility in branding and market presence, acting as a practical tool for experimenting with different business identities. 

A company formed with “NewCo Venture Partners Incorporated” as its legal corporate name doesn’t have to hold itself out and advertise as that impersonal mouthful. They could register NewCo Venture Partners Incorporated with the assumed business name “Bill’s Corner Hardware” (assuming that’s available) and hold themselves out to the public as that instead.

Choosing an alternative Assumed Business Name can sometimes be a strategic decision, offering a path for businesses to test market responses without committing to a formal name change.

To select a new assumed business name in Oregon, the business name must be available in the Oregon Secretary of State’s database. That means that no other business with exactly the same name has an active (up to date) registration. If you do not renew your business registration, your name becomes available to be registered by another business.

However, registering your name does not imply you can legally use it – mere name registration is not the same as a trademark right from use in commerce. For example, you might be able to register “Starbucks Coffee and Tea” with the Corporation Division, but the real Starbucks could still sue you for trademark infringement. Another business can likewise register an assumed business name that’s like yours, but not exactly the same. You can, however, assert trademark rights against the other business if there is likelihood that consumers will confuse your two businesses (talk to a trademark lawyer about this first).

Trademark: An Exclusive Right

Think of a trademark as a proprietary right that the business can own if it is the first to use that name in its particular channels of commerce.  A trademark is a source identifier, that sets products or services apart from the crowd. 

If the name is already in use or diluted by similar users, then you don’t have strong trademark rights (and you might actually be infringing on someone else’s trademark rights).  But if the name sufficiently distinguishes the business’ goods or services from others’, then it can be owned as an asset. This includes the right to exclusive use within the owner’s geographic and market territory.  Federal and state trademark registrations can amplify and solidify these rights.

Registering a trademark (at the state or federal level) results in exclusive rights to use that mark in connection with specific goods or services. This protection is vital for brand recognition and safeguards against potential infringement. The scope of trademark rights is limited by the territory, goods, services, and first use date.  A trademark does not exist in the abstract, covering words alone.  Trademarks only exist when used in commerce with goods or services, in some identifiable territory.

Generally speaking, you can enforce trademark rights against a third party if the third party is using a similar trademark that is likely to cause consumers to be confused within your market and geographic territory.  The standard for trademark infringement is multifaceted and complex (so consult with a trademark lawyer before assuming whether something does or does not infringe).  But key factors to assess trademark infringement include: how similar are the trademarks and how similar are the goods and services.

Conclusion: Cementing A Meaningful Business Identity

Each business identifier plays a distinct role.  Whether starting a new business, operating an ongoing business, entering contracts, buying, or selling a business, consider the unique role each identifier plays in shaping the business and its presence for customers and vendors. By understanding the differences and leveraging the strengths of each, you can cement a valuable and meaningful identity for your business in Oregon.  Or at least cross “name” and “brand” off your to-do list.