Area of Law: Business Law
Answer # 213
Registering a partnership nameRegion: Ontario Answer # 213
Why register a partnership name?
There are two main reasons why you will need to register a business name.
1. Required by banks and various government departments
Generally, you will need to show your copy of the business name registration when you set up a bank account for your business. In addition, when you register for your Business Number or apply for any necessary business licences, a copy of the registration is usually requested.
2. Registration required by law
The Ontario Business Names Act requires that you register your partnership name unless you are using only the names of the partners. For example, if the names of the partners are: John Smith and Mary Jones, you can call your business Smith and Jones, and you do not need to register. However, if you decide to call the business Smith and Jones Design, then you must register the name. Registration helps to ensure that a particular name is not used by more than one business. If you do not register the name of your partnership, you may be fined up-to $2,000.
The goodwill or familiarity that goes with a particular business name is very important and valuable. Therefore, it is advisable that you ensure that the business name you want is not already being used. Although the Act does not prohibit the registration of identical business names, if you use a name that another business is already using, you may be sued and end up being ordered to change your business name and pay the other person compensation.
Further, the Act does not provide protection for the exclusivity of a business name registration. Exclusive use of names can be protected by registering a trademark. For more information about trademarks, refer to the Intellectual Property section of this website.
Registering a partnership name
After you conduct a name search to ensure that the name you want is not being used, you can then register your business with the Ministry of Government and Consumer Services.
Once you have registered your partnership name, you will receive a Master Business Licence, commonly known as the MBL. The MBL can be used as proof of business name registration at financial institutions and to conduct other business-related transactions, such as business licence acquisitions, and lease agreements.
General partnership or limited partnership?
To register the business name of a partnership, you must first determine if you are registering a general partnership or a limited liability partnership.
General partnerships are the basic and most common type of partnership. With general partnerships all partners share in the responsibility and liability of the business. A limited partnership is similar to a general partnership, but differs in one significant way. Limited partnerships are comprised of at least one general partner and one limited liability partner. The general partner has the same powers, responsibilities and liabilities as partners do in a general partnership. The limited liability partners, however, are not responsible for the business losses, and their exposure is limited to the amount they invested.
Once you have determined what type of partnership yours is, you must file either an application, called a Form 1, if you are registering a general partnership, or a Form 6, if you are filing an Ontario limited liability partnership. Both of these forms require you to provide basic information about your business, such as the name of your business, its address, what your business does, and the names of the partners. After completing the appropriate form, you must submit it together with a nominal fee to the Ministry. Registration can be done online, in-person, or by mail. The form is quite simple and you will probably be able to complete it on your own.
It is important to note that Form 5 is only used when an existing general or limited partnership wants to carry on business under a name that is different from the partnership name.
Renewing a partnership name
When a business name is registered, it is added to the public record of all Ontario businesses. A business name registration is only valid for five years. If you plan to use the name for longer than five years then it is advisable that you renew your registration before the first one expires. The registration can be renewed by completing the renewal form and paying a small fee.
Although it is best to submit the renewal before the name expires, a renewal may be submitted within 60 days after the expiration of the name. The Ministry will not notify you when your business name expires. It is your responsibility to record the date for renewal.
Registration of changes, or cancellation
If a change is made to the business, such as the address of the business changes, you must file an amended registration with the Ministry within 15 days of the change. There is no fee for filing this type of change. However, if a new partner joins the partnership, or you wish to change the partnership name, you must file a new form and pay the government fee.
If you want to stop doing business under your registered name or you want to stop doing business altogether, you should cancel your business name. This is also done by filing another form with the Ministry. There is no fee for filing a cancellation
More information about starting and operating a business in Ontario can be found from Government of Ontario, Business and Economy services, or the Federal Government’s Small Business Services. If you require advice about which form of business is best for you, and assistance with setting up your partnership, you should contact a lawyer.
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