FCW Lawyers act for a range of clients who supply goods and services to their customers pursuant to a credit application. From time to time, we are asked to advise on the correct legal entity of the customer who has completed the credit application in order to determine the contracting customer which will become important for enforcement purposes – on other occasions, we are asked to provide advice upon the event of default and legal proceedings which may be required to be instituted against the contracting customer.

It is not sufficient if the customer is simply named “AA Pizza Shop” on the credit application as it is not clear whether this is AA Pizza Shop Pty Ltd or whether it is A Adams trading as AA Pizza Shop or whether AA Pizza Shop Pty Ltd is the Trustee for the AA Pizza Shop Trust. The customer may simply specify its business name without the correct legal entity who is entering into an agreement to purchase goods from a supplier. From 1 November 2025, business names will be required to be registered on the Australian Business Register (ABR) and linked to the relevant legal entity and ASIC will maintain the register.

Below is a brief summary of the requirements which will become effective on 1 November 2025:

• From 1 November 2025, the ABR will no longer display trading names.  This was going to occur on 1 November 2018. however, the transition period was extended for another five years until 31 October 2023 and now it has been extended for a further two years until 31 October 2025.
• The ABR and ABN Lookup will still display unregistered trading names until 31 October 2025 when they will be removed and from 1 November 2025, only registered business names will appear. Therefore, when an organisation conducts a business name check from 1 November 2025, the ABR will no longer display trading names – only the entity’s legal name and registered business name will appear.
• ASIC oversees business name registration, both approving business names and protecting brands from infringement. This ensures that businesses are protected under the relevant legislation.  It is an offence to operate under an unregistered business name.
• Therefore, businesses will no longer be able to use or be identified by trading names so consideration should be given to whether they are required to register an Business Name with ASIC and take immediate steps to do so as there may be steps which are required to be undertaken to ensure documentation is correct and all new documentation may be required to be ordered and put in place, This means that if an entity wants its business to be displayed on ABN Lookup, it has three options:
  
  1. Register a business name; or
  2. Trade under its legal entity name (for example, AA Pizza Shop Pty Ltd); or
  3. Trade under its own individual name as a sole trader (for example, Arthur Adams).
• If a company is AA Pizza Shop Pty Lt but it operates a pizza business under the name AA Pizza Shop, the business name AA Pizza Shop is also required to be registered as a business name.  The registered business name will then be linked with the corporate entity on the ABR and ABN Lookup.
• As a general rule, the only time an entity does not need a registered business name is if it trades under its own personal name or the legal entity (company) name. Sometimes there may be confusion as to whether a business name is required to be registered:
  

  • Arthur Adams is a freelance journalist with a sole trader ABN. As Arthur uses his given name to conduct his business, there is no need to register a business name.

    The relevant legal entity is the individual himself as the sole trader. Sole traders are always individuals so if the sole trader operates under a business name, this will be identified from a search on ASIC Connect.

  • Arthur Adams runs “AA Pizza Shop” as a sole trader. “AA Pizza Shop” is a registered business name under Arthur’s ABN.
    

    Essentially this means that the business is conducted by Arthur Adams trading as AA Pizza Shop – the business name is registered and the entity which is sued is the individual as a sole trader with a registered business name.

  • Arthur Adams and Brian Burke form a partnership. If they conduct a gardening business using their full names, “A Adams & B Burke”, they do not need a registered business name and they operate under the partnership’s legal name. However, if they brand themselves as “Arthur and Brian’s Gardening”, they must register the business name.

    The legal entity is the partnership so the two individuals – either on their own or how they have branded themselves under the registered business name.  Partnerships are often individuals too but can be corporate entities and they operate their business as a partnership – it may or may not have a business name.

• It is the relevant legal entity with whom you contract as to the party who is liable under the agreement for debts or other conduct arising from the relationship between the parties. It is important that the party who is providing goods on credit pursuant to a credit application ensures that its credit application and other documents including delivery dockets, invoices and other associated documents identify the correct legal entity as this will be important for registration of security interests on the Personal Property Securities Register, entitlement to register a caveat over real property and enforcement processes.  Sometimes the customer appears unaware of its own legal entity and on various occasions, we see customers listed on a credit application who are simply identified by a business name.  However, a business name is not a legal entity – it is the proprietor of that business name who is the legal entity entering into the credit application.

Catherine Pulverman of FCW Lawyers has considerable experience in respect of these issues and provides advice to clients in respect of their own credit application or a credit application which a client has entered with a supplier.  She would be happy to provide advice where necessary as it is important to ensure that all documents are in order, including the requirement for registration of a business name, as this may be detrimental to the contractual requirements and where enforcement mechanisms are required to be adopted to recover outstanding debts. Partnerships are often individuals too but can be corporate entities and they operate their business as a partnership – it may or may not have a business name.