To register your business as a corporation in Canada, the first step is to search and reserve a corporate name. The provinces of Alberta, Ontario, Nova Scotia, New Brunswich and PEI use nuans search reports for their respective provinces to search and reserve a corporate name for their jurisdiction.
Nuans search report:
To buy a Nuans search report for $36, please use the following PayPal form:
- select a legal ending
- select your jurisdiction of incorporation: a Province or Federal,
- enter your corporate name, and
- securely pay $36 for the Nuans report with with your Visa, MasterCards, Amex Card or PayPal account by clicking on the Buy Now button below.
- Click to open a sample Federal Nuans report
- Click to open a sample Ontario Nuans report
Your Nuans report will arrive in your email account as an attached .pdf file and they are usually delivered within 3 hours or less.
Registering a Business
You may register a business by registering a:
- Sole Proprietorship, or a
- General Partnership, and a
- Limited Liability Partnerships (LLP)
The Partnerships Act provides two types of partnerships:
A limited liability partnership (LLP) is a partnership in which limited partners have limited liability. It exhibits elements of both partnerships and corporations. In an LLP, a limited partner is not responsible or liable for another partner's misconduct or negligence.
In Ontario, the Partnerships Act permits certain professionals to practice in a limited liability partnership if they meet the following criteria:
- the Act governing the profession expressly permits a limited liability partnership to practice the profession;
- the governing body of the profession requires the partnership to maintain a minimum amount of liability insurance; and
- the partnership registers its name under the Business Names Act.
The phrase "doing business as" (abbreviated DBA, dba or d/b/a) is a legal term used in the United States and sometimes in Canada, meaning that the trade name, or fictitious business name, under which the business or operation is conducted and presented to the world is not the legal name of the legal person (or persons) who actually own it and are responsible for it. In Canada, the expressions operating as (abbreviated o/a) or trading as (abbreviated T/A) are more common.
In Ontario, businesses are often registered as a numbered corporation, such as "1168087 Ontario Inc." and then the business may operate as "Skin Care Spa" if it also registers "Skin Care Spa" as a trade style, which must be renewed with the Ontario government every five years. Entrepreneurs do this for a number of reasons, such as:
- The business will operate multiple lines of businesses, each with a different name
- The desired name might not have been registrable,
- The business operates as a franchisee, or
- The business wants flexibility in changing its operating name.
Note, all legally binding transactions taking place on behalf of the actual corporation's name and not the operating as name.
The distinction between an actual and a "fictitious" name is important because businesses with "fictitious" names give no obvious indication of the entity that is legally responsible for their operation.
In Ontario, Canada, when a businessperson writes a trade name on a contract, invoice, or check, he or she must also write the legal name of the business. Ontario mandates this requirement with its Business Names Act.
Business Names Act
2. (1) No corporation shall carry on business or identify itself to the public under a name other than its corporate name unless the name is registered by that corporation.
R.S.O. 1990, c. B.17, s. 2 (1).
Name to be set out
(6) A corporation and such other persons as are prescribed carrying on business under a registered name or, in the case of a corporation, identifying itself to the public under a registered name, shall set out both the registered name and the person's name in all contracts, invoices, negotiable instruments and orders involving goods or services issued or made by the person. R.S.O. 1990, c. B.17, s. 2 (6).
In Canada, a person wishing to register a limited company must incorporate in a Province, or Federally, by filing Articles of Incorporation with either their provincial government or the federal government.
All for-profit corporation names must have a single legal ending, selected from one of the following endings:
Numbered Companies and Trade Styles
Often people will incorporate a business with a numbered name, such as "1908087 Ontario Inc." or "7935978 CANADA INC." and then register a trade style as their operating name or DBA, such as "Joe's Pizza," which is only a division of the corporation. A trade style is not a separate corporation and you cannot then just add a legal ending to it, such as "Joe's Pizza Inc.," according to Ontario's Business Corporations Act:
Unauthorized use of "Limited", etc.
11. (1) No person, while not incorporated, shall trade or carry on a business or undertaking under a name in which "Limited", "Incorporated" or "Corporation" or any abbreviation thereof, or any version thereof in another language, is used. R.S.O. 1990, c. B.16, s. 11 (1).
(2) Where a corporation carries on business or identifies itself to the public by a name or style other than as provided in the articles, that name or style shall not include the word "Limited", "Incorporated" or "Corporation" or any abbreviation thereof or any version thereof in another language. R.S.O. 1990, c. B.16, s. 11 (2).
It is usually better to order a full NUANS® Corporate Name Search before incorporating, such as "Pizza Pizza Limited" did when the famous chain started their new corporation in 1976 (PIZZA PIZZA LIMITED ON-0000330523 1976Fe10.)