Area of Law: Business Law
Answer # 218
Selecting a corporation nameRegion: Ontario Answer # 218
All corporations must have and use a corporate name. The corporate name may either be the incorporation number which is issued by the Ministry of Government and Consumer Services upon incorporation, or a distinctive corporate name which has been properly searched and appears on the Articles of Incorporation. In addition to having a corporate name, it is possible for corporations to register and use business names.
Corporate number as name
In some cases, companies do not want to use a descriptive name for the business and simply choose to use the corporation number followed by the words Incorporated, Corporation, Limited or one of their abbreviations. Legally, there is no difference between a named and a numbered corporation.
Descriptive corporate name and name searches
If the company does want to use a descriptive corporate name, then that proposed name must be searched before it can be registered.
A formal NUANS (New Upgraded Automated Name Search) search must be conducted and submitted with your application for incorporation. To conduct a search you must order a NUANs report that will reveal all registered business and corporation names and trademarks that are similar to the business name you propose to use.
A NUANS report is also known as a NUANS Name Reservation because the name you have proposed has been reserved, exactly as entered, for 90 days. This is important for people wishing to incorporate a company. If the NUANS report shows that the name you want is available, you must submit the report and file your Articles of Incorporation along with any other corporate filings before the 90 day reservation period has expired. If the 90-day period ends before your corporation is registered, you must order a new NUANS report. In addition, this search is necessary if you want to conduct business in provinces or territories outside of your own, as the search reveals all existing names that have been registered in Canada, except in Quebec.
However, it is a good idea to first conduct searches using online telephone directories and other business listings. If you do not find a name too similar to the one that you propose to use, then you can go forward with a NUANS search. The NUANS search is usually conducted by a private search company. There is a small fee for this service.
You can also conduct a search by using the Ministry of Government and Consumer Services Enhanced Business Name Search to see if the business name has been registered in Ontario.
You must be careful not to copy or come too close to copying another registered business name. If your corporate name is too similar to a name that is already being used, you may have to change your business name, and you may be sued.
Business names for corporations
A corporation may also want to use an abbreviated version of its legal corporate name, or a totally different name for advertising or marketing purposes. For example, a shorter name on a storefront sign may attract more public attention. To legally use a different name from the corporate name, it must be properly registered to the corporation. It is important to understand that a registered business name does not replace the legal corporate name, but is used in addition to the legal corporate name.
Corporations are legally obligated to register all business names that they use in addition to their corporate name. If a corporation does not register one of the names being used, and a legal problem arises, the limited liability of the corporation may not be valid under the unregistered business name. This means that the owners and directors and officers of the corporation may be held personally responsible for corporate liabilities.
Although corporate names do not expire, business names are only valid for five years. If you plan to use a business name for longer than five years then you must renew the registration before it expires. The Ministry will not notify you of the expiration date. It is your responsibility to renew your business name.
More information about incorporating a business in Ontario can be found from ServiceOntario. For information about federal incorporation, visit Government of Canada, Federal Corporations. To conduct a NUANS search, visit nuans.com.
Selecting corporate and business names, incorporating a company, issuing shares, and preparing appropriate by-laws and minute books for a corporation can be complicated legal issues. You should consult a lawyer for legal advice and assistance.
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