What a trading name is, and why it is risky
A trading name (a DBA, or "doing business as" name, in the United States) is any name a business uses that is not its registered legal name: "Smith Homes" for Smith Homes Limited, or "Moon Furniture" for Chad Furniture Store Limited. The risk is that the trading name does not, on its face, tell the other side which legal entity they are dealing with, or whether it is a company at all.
If the party turns out to be unclear, everything downstream is harder: which entity is bound, whether you can serve proceedings, and whose assets you can pursue.
Hamid v Francis Bradshaw: a director held personally liable
In Muneer Hamid v Francis Bradshaw Partnership [2013] EWCA Civ 470, Dr Hamid was the sole director and shareholder of Chad Furniture Store Limited. He corresponded on "Moon Furniture" letterhead and signed in his own name, with nothing to show he was acting for the company or that "Moon Furniture" was the company's trading name.
The Court of Appeal held that he had contracted personally. A reasonable reader would have understood "Moon Furniture" to be Dr Hamid himself, because nothing in the documents indicated the name was the company's trading name rather than his own. The point was capacity: he had not made clear he was signing as agent for the company.
This is about capacity, not piercing the veil
It is tempting to describe cases like Hamid as the court setting aside limited liability. That is the wrong frame. The court did not disregard the company's separate personality; it found that, on the documents, the individual was the party who contracted, because the company's involvement was never made clear.
The practical consequence is the same - the director pays - but the cause is fixable drafting, not a doctrine you cannot control. Make the entity and the capacity explicit and the risk falls away.
Three ways personal liability creeps in
First, failing to disclose the principal: signing without making clear you act for a company. Second, using a trading name alone, with no "Limited", company number, or other indication that a company is the party. Third, personal guarantee wording buried in a standard form, which makes the individual liable by design rather than by accident.
The first two are about ambiguity, and discipline removes them. The third is deliberate, so it has to be read for and negotiated, not just formatted away.
Get the registered name on the paperwork
Separately from contract formation, UK trading disclosure rules require a company to show its registered name on its business correspondence, documents, and website. This is a disclosure obligation, enforced as a regulatory matter, rather than a rule that automatically voids a contract made under a trading name.
But a contract that uses only the trading name still creates exactly the identity ambiguity that caused the problem in Hamid. Complying with the disclosure rules and naming the party correctly are two reasons to put the full registered name on the document.
How to name and sign safely
Name the entity in full and tie the trading name to it: "[Registered legal name] (trading as [Trading name]), a company incorporated in [jurisdiction] (registered number [X]) whose registered office is at [address]". Use the full legal name in the body and the signature block, and sign for and on behalf of the company, stating the signatory's name and title.
In review, treat an individual name, a vague signatory title, or a trading name with no entity behind it as a red flag worth stopping on.
Use at the desk
Practical checklist
- Never contract under a trading name alone; tie it to the entity: "[Registered name] (trading as [Trading name])".
- State the company's full registered name, number, and registered office in the contract.
- Sign "for and on behalf of" the company, with the signatory's name and title.
- Make the capacity explicit - Hamid [2013] EWCA Civ 470 turned on a director who had not shown he signed as agent for his company.
- Treat trading disclosure rules as a separate obligation to show the registered name, not a substitute for naming the party correctly.
- In review, flag an individual name, a vague title, or a trading name with no entity behind it.
This guide is informational only and is not legal advice. It does not replace advice from licensed counsel on the facts of a specific transaction.
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