Naming your startup after yourself: who owns your name as a brand?
Written by For Founders Law, a Toronto firm licensed by the Law Society of Ontario. About us
In short
In Canada, a word that is primarily merely a living person's name or surname usually can't be registered as a trademark unless it has become distinctive, so founder-named brands are often protected by combining the name with other words or a design. Whoever owns the trademark, often the company and later an investor or buyer, controls the name as a brand. Decide early whether you or the company owns it, and make sure your financing and sale documents say what happens to your name.
Plenty of founders name the company after themselves: a consultancy that becomes a SaaS product, a clinic, a design studio, a creator’s personal brand. It works until a co-founder leaves, an investor asks who owns the brand, or a buyer wants the name as part of the deal. Then the question is no longer about your identity. It’s about who owns a business asset.
This post is general information, not legal advice.
Can you register your own name?
Sometimes, but not easily. Section 12(1)(a) of the Trademarks Act says a word that is primarily merely the name or surname of an individual who is living, or who died within the preceding 30 years, isn’t registrable. Section 12(3) provides a route around that: such a mark is registrable if it’s distinctive at the filing date, having regard to all the circumstances, including how long it’s been used.
In practice, founders often protect a name-based brand by:
- combining the name with other words or a design, such as a name followed by a descriptive word and a logo, rather than filing the bare surname;
- building evidence of use and recognition before relying on distinctiveness;
- filing in the classes that match what the business actually sells.
Section 9(1)(k) separately prohibits adopting a mark that may falsely suggest a connection with a living individual, which gives some protection against strangers trading on a known person’s name.
If the company owns it, can you still use your name?
Partly. Section 20(1.1) says a registration doesn’t prevent a person from making bona fide use of their personal name as a trade name, as long as the use isn’t likely to have the effect of depreciating the value of the goodwill attached to the registered mark. That protection is narrow. It covers using your name as the name of a business, in good faith. It doesn’t let you brand a competing product with the same name in a way that confuses customers, and a sale agreement can restrict you further.
What happens when you raise or sell
Investors and buyers want a clean chain of title for every asset, including the brand.
- IP assignments. Most founders sign an IP assignment that moves brand rights into the company. If that covers your name as a trademark, the company owns it.
- Due diligence. Expect questions about who owns the domains, social handles, app listings and ad accounts. If the answer is the founder personally, you’ll be asked to transfer them.
- Restrictions after a sale. Purchase agreements often limit how a selling founder can use the name in the same field, sometimes without an end date.
If you want to keep control of your personal brand, one structure is for you to own the name and license it to the company, with clear terms on what happens on exit, a sale or your departure. That’s a negotiation. Raise it before a term sheet, not at closing.
Accounts and logins
Many real disputes over a name are about access, not trademark certificates. A co-founder who holds the admin login, an agency that registered the domain or a contractor with two-factor authentication on the main social account can stall a business for weeks. Keep a register of every account tied to the brand, with the legal owner, who pays for it and who has admin access. Put account ownership in your contractor and agency agreements, and deal with it in your shareholder agreement in case a founder leaves.
What to do now
- Search the Canadian Trademarks Database and corporate registries for your name and close variations.
- Decide, in writing, whether you or the company owns the name as a brand.
- If the company owns it, confirm your IP assignment covers it. If you own it, put a written licence in place.
- Move domains, handles and app listings into the owner’s control and document who has admin access.
- Flag the name to your lawyer before any financing or sale, so the deal documents deal with it.
We handle trademark searches and filings and founder vesting and IP assignments at fixed fees, listed on our fees page. If your company carries your name, book a free 15-minute consult.