NAISC Code Lookup

NAISC Code Lookup is available here on the Stats Canada website:

 

NAICS Code Hierarchical structure

The structure of NAICS codes is hierarchical. It is composed of five levels.

level 1: sectors (two-digit codes)
level 2: subsectors (three-digit codes)
level 3: industry groups (four-digit codes)
level 4: industries (five-digit codes)
level 5: Canadian industries (six-digit codes)

This NAISC Code table is a summary of the major categories:

2017 NAICS Code Canada structure

NAICS Canada 2017 consists of 20 sectors, 102 subsectors, 323 industry groups, 711 industries and 922 Canadian industries, and replaces NAICS Canada 2007. The following summary table shows the counts of subsectors, industry groups, industries, and Canadian industries for each of the NAICS sectors.

Status: This standard was approved as a departmental standard on October 16, 2017.

The North American Industry Classification System (NAICS) has been developed by the statistical agencies of Canada, Mexico and the United States. However, Statistics Canada has created 5 cannabis industries that are unique to NAICS Canada 2017 Version 3.0.

Classification structure

North American Industry Classification System (NAICS) Canada 2017 Version 3.0 – Classification structure
CodeSector
11 Agriculture, forestry, fishing and huntingAgriculture, forestry, fishing and hunting
21 Mining, quarrying, and oil and gas extractionMining, quarrying, and oil and gas extraction
22 UtilitiesUtilities
23 ConstructionConstruction
31-33 ManufacturingManufacturing
41 Wholesale tradeWholesale trade
44-45 Retail tradeRetail trade
48-49 Transportation and warehousingTransportation and warehousing
51 Information and cultural industriesInformation and cultural industries
52 Finance and insuranceFinance and insurance
53 Real estate and rental and leasingReal estate and rental and leasing
54 Professional, scientific and technical servicesProfessional, scientific and technical services
55 Management of companies and enterprisesManagement of companies and enterprises
56 Administrative and support, waste management and remediation servicesAdministrative and support, waste management and remediation services
61 Educational servicesEducational services
62 Health care and social assistanceHealth care and social assistance
71 Arts, entertainment and recreationArts, entertainment and recreation
72 Accommodation and food servicesAccommodation and food services
81 Other services (except public administration)Other services (except public administration)
91 Public administrationPublic administration

NAISC Code Examples:

Most personal services businesses are classified under Sector code 81.

For example,

North American Industry Classification System (NAICS) Canada 2017 Version 3.0 – Classification structure
CodeSubsector
811  Repair and maintenanceRepair and maintenance
812  Personal and laundry servicesPersonal and laundry services
813  Religious, grant-making, civic, and professional and similar organizationsReligious, grant-making, civic, and professional and similar organizations
814  Private householdsPrivate households

 

CodeIndustry group
8121 Personal care servicesPersonal care servicesUS
8122 Funeral servicesFuneral servicesUS
8123 Dry cleaning and laundry servicesDry cleaning and laundry servicesUS
8129 Other personal servicesOther personal servicesUS

11 – Agriculture, forestry, fishing and hunting

This sector comprises establishments primarily engaged in growing crops, raising animals, harvesting timber, harvesting fish and other animals from their natural habitats and providing related support activities.

Establishments primarily engaged in agricultural research or that supply veterinary services are not included in this sector.

21 – Mining, quarrying, and oil and gas extraction

This sector comprises establishments primarily engaged in extracting naturally occurring minerals. These can be solids, such as coal and ores; liquids, such as crude petroleum; and gases, such as natural gas. The term mining is used in the broad sense to include quarrying, well operations, milling (for example, crushing, screening, washing, or flotation) and other preparation customarily done at the mine site, or as a part of mining activity. Establishments engaged in exploration for minerals, development of mineral properties and mining operations are included in this sector. Establishments performing similar activities, on a contract or fee basis, are also included.

22 – Utilities

This sector comprises establishments primarily engaged in operating electric, gas and water utilities. These establishments generate, transmit, control and distribute electric power; distribute natural gas; treat and distribute water; operate sewer systems and sewage treatment facilities; and provide related services, generally through a permanent infrastructure of lines, pipes and treatment and processing facilities.

23 – Construction

This sector comprises establishments primarily engaged in constructing, repairing and renovating buildings and engineering works, and in subdividing and developing land. These establishments may operate on their own account or under contract to other establishments or property owners. They may produce complete projects or just parts of projects. Establishments often subcontract some or all of the work involved in a project or work together in joint ventures. Establishments may produce new construction, or undertake repairs and renovations to existing structures.

A construction establishment may be the only establishment of an enterprise, or one of several establishments of an integrated real estate enterprise engaged in the land assembly, development, financing, building and sale of large projects.

There are substantial differences in the types of equipment, workforce skills, and other inputs required by establishments in this sector. To highlight these differences and variations in the underlying production functions, this sector is divided into three subsectors. Establishments are distinguished initially between those that undertake projects that require several different construction activities (known as trades) to be performed and establishments that specialize in one trade.

The former are classified in subsectors 236 Construction of buildings and 237 Heavy and civil engineering construction, depending upon whether they are primarily engaged in the construction of buildings or in heavy construction and civil engineering projects. Establishments in these subsectors complete projects using their own labour force, by subcontracting, usually to trade contractors or a combination of own account and subcontracting activities. Establishments classified in these subsectors are known by a variety of designations, such as a general contractor, design-builder, a speculative builder, operative builder and construction manager. The designation depends on the scope of the projects they undertake, the degree of responsibility and risk that they assume, the type of structure that they produce, and whether they work on contract for an owner or on their own account.

General contractors typically work under contract to a client (the owner of the land and the building or structure to be constructed) and undertake projects that require several specialized construction activities to be performed. Often the general contractor will subcontract some of the specialized tasks to other establishments.

Design-builders are similar to general contractors. However, in a design-build project, a single contract is signed with the owner that makes the contractor responsible for providing the architectural and engineering designs. The design-builder, therefore, is responsible for the design of the project as well as its construction.

Construction establishments that build on their own account, for sale to others, are known as speculative builders, operative builders or merchant builders. They are most often engaged in the construction of residential buildings.

Construction managers provide oversight and scheduling services to the owner, for the most part during the actual construction process. This type of service is sometimes referred to as agency construction management, to distinguish it from a type of general contracting known as at-risk construction management. On the other hand, project management, which is a turnkey-type service involving the entire project, including feasibility studies, the arranging of financing, and the management of the contract bidding and selection process, is classified in 54133 Engineering services when it is the primary activity of an establishment.

Establishments that specialize in one particular construction activity, or trade, are generally classified in subsector 238 Specialty trade contractors. However, in order to conform to the generally accepted distinctions made by construction businesses themselves, some types of specialized establishments involved in road building and civil engineering are classified in subsector 237 Heavy and civil engineering construction.

Subsector 238, Specialty trade contractors, comprises establishments engaged in trade activities generally needed in the construction of buildings and structures, such as masonry, painting, or electrical work. Specialty trade contractors usually work under contract to another construction establishment but, especially in renovation and repair construction, they may contract directly with the owner of the property.

A significant amount of construction work is performed by enterprises that are primarily engaged in some business other than construction, for these enterprises’ own use, using employees and equipment of the enterprise. This activity is not included in the construction sector unless the construction work performed is the primary activity of a separate establishment of the enterprise. However, if separate establishments do exist, they are classified in the construction sector.

North American Industry Classification System (NAICS) Canada 2012 – Classification code structure
CodeSubsector
236  Construction of buildingsConstruction of buildings
237  Heavy and civil engineering constructionHeavy and civil engineering construction
238  Specialty trade contractorsSpecialty trade contractors
  • Exclusion(s)

    • manufacturing and installing building equipment, such as power boilers; manufacturing pre-fabricated buildings(31-33)
    • operating highways, streets and bridges(48-49)
    • project management services, when it is a primary activity (See 541330 Engineering services)
    • maintenance of rights of way for power, communication and pipe lines; and cleaning building exteriors, after construction (See 56 Administrative and support, waste management and remediation services)

31-33 – Manufacturing

This sector comprises establishments primarily engaged in the chemical, mechanical or physical transformation of materials or substances into new products. These products may be finished, in the sense that they are ready to be used or consumed, or semi-finished, in the sense of becoming a raw material for an establishment to use in further manufacturing. Related activities, such as the assembly of the component parts of manufactured goods; the blending of materials; and the finishing of manufactured products by dyeing, heat-treating, plating and similar operations are also treated as manufacturing activities. Manufacturing establishments are known by a variety of trade designations, such as plants, factories or mills.

Manufacturing establishments may own the materials which they transform or they may transform materials owned by other establishments. Manufacturing may take place in factories or in workers’ homes, using either machinery or hand tools.

Factoryless goods producers (FGPs) that completely outsource the transformation process but own the input materials are classified to the manufacturing sector. FGPs that completely outsource the transformation process but do not own the materials are classified to merchant wholesalers in Sector 41 Wholesale trade. These units are in fact buying the completed goods from the producer with the intention to resell it. These units may design the goods being manufactured, and may have some say in the manufacturing process.

Certain activities involving the transformation of goods are classified in other sectors. Some examples are post-harvest activities of agricultural establishments, such as crop drying; logging; the beneficiating of mineral ores; the production of structures by construction establishments; and various activities conducted by retailers, such as meat cutting and the assembly of products such as bicycles and computers.

Sales branches or offices (but not retail stores) maintained by manufacturing, refining, or mining enterprises apart from their plants or mines for the purpose of marketing their products are included in Sector 41 Wholesale trade as merchant wholesalers.

41 – Wholesale trade

This sector comprises establishments primarily engaged in wholesaling merchandise, generally without transformation, and rendering services incidental to the sale of merchandise.

The wholesaling process is an intermediate step in the distribution of goods. Many wholesalers are organized to sell merchandise in large quantities to retailers, and business and institutional clients. However, some wholesalers, in particular those that supply non-consumer capital goods, sell merchandise in single units to final users.

Sales of capital goods or durable non-consumer goods used in the production of goods and services, such as farm machinery and equipment, heavy duty trucks, and industrial machinery, are always included in wholesale trade.

Wholesalers sell merchandise to other businesses and normally operate from a warehouse or office. These warehouses and offices are characterized by having little or no display of merchandise. In addition, neither the design nor the location of the premises is intended to solicit walk-in traffic. Wholesalers do not normally use advertising directed to the general public. Customers are generally reached initially via telephone, in-person marketing, or by specialized advertising that may include Internet and other electronic means. Follow-up are either vendor-initiated or client initiated, generally based on previous sales, and typically exhibit strong ties between sellers and buyers.

This sector comprises two main types of wholesalers: merchant wholesalers that sell goods on own account and wholesale electronic markets, agents, and brokers that arrange sales and purchases for others generally for a commission or fee.

Merchants wholesalers

Merchant wholesalers buy and sell merchandise on their own account, that is, they take title to the goods they sell. They generally operate from warehouse or office locations and they may ship from their own inventory or arrange for the shipment of goods directly from the supplier to the client. In addition to the sale of goods, they may provide, or arrange for the provision of, logistics, marketing and support services, such as packaging and labelling, inventory management, shipping, handling of warranty claims, in-store or co-op promotions, and product training.

Merchants wholesalers are known by a variety of trade designations depending on their relationship with suppliers or customers, or the distribution method they employ. Examples include wholesale merchants, wholesale distributors, drop shippers, rack-jobbers, import-export merchants, and banner wholesalers.

Included as merchant wholesalers are sales branches or offices (but not retail stores) maintained by manufacturing, refining, or mining enterprises apart from their plants or mines for the purpose of marketing their products.

Merchant wholesalers also include factoryless good producers (FGPs) that completely outsource the transformation process but do not own the input materials. These units are in fact buying the completed good from the producer with the intention to resell it. These units may design the goods being manufactured, and may have some say in the manufacturing process. On the other hand, FGPs that completely outsource the transformation process but own the inputs are classified to the manufacturing sector.

The first eight subsectors of wholesale trade comprise merchant wholesalers. The grouping of these establishments into industry groups and industries is based on the merchandise line or lines supplied by the wholesaler.

Business-to business electronic markets, and agents and brokers

Business-to business electronic markets, and wholesale trade agents and brokers arrange for the purchase or sale of goods owned by others, generally for a commission or fee. They are known as business-to-business (B2B) electronic markets, wholesale trade agents and brokers, commission merchants, import-export agents and brokers, auction companies, and manufacturer’s representatives. These establishments operate from offices and generally do not own or handle the goods they sell.

44-45 – Retail trade

This sector comprises establishments primarily engaged in retailing merchandise, generally without transformation, and rendering services incidental to the sale of merchandise.

The retailing process is the final step in the distribution of merchandise; retailers are therefore organized to sell merchandise in small quantities to the general public. This sector comprises two main types of retailers, store and non-store retailers. Their main characteristics are described below.

Store retailers

Store retailers operate fixed point-of-sale locations, located and designed to attract a high volume of walk-in customers. In general, retail stores have extensive displays of merchandise and use mass-media advertising to attract customers. They typically sell merchandise to the general public for personal or household consumption, but some also serve businesses and institutions. These include establishments such as office supplies stores, computer and software stores, gasoline stations, building material dealers, plumbing supplies stores and electrical supplies stores.

In addition to selling merchandise, some types of store retailers are also engaged in the provision of after-sales services, such as repair and installation. For example, new automobile dealers, electronic and appliance stores and musical instrument and supplies stores often provide repair services, while floor covering stores and window treatment stores often provide installation services. As a general rule, establishments engaged in retailing merchandise and providing after sales services are classified in this sector.

Catalogue sales showrooms, gasoline service stations, and mobile home dealers are treated as store retailers.

Non-store retailers

Non-store retailers, like store retailers, are organized to serve the general public, but their retailing methods differ. They reach customers and market merchandise with methods such as, the broadcasting of infomercials, the broadcasting and publishing of direct-response advertising, the publishing of traditional and electronic catalogues, door-to-door solicitation, in-home demonstration, temporary displaying of merchandise (stalls) and distribution by vending machines.

The methods of transaction and delivery of merchandise vary by type of non-store retailers. For example, non-store retailers that reach their customers using information technologies can receive payment at the time of purchase or at the time of delivery, and the delivery of the merchandise may be done by the retailer or by a third party, such as the post office or a courier. In contrast, non-store retailers that reach their customers by door-to-door solicitation, in-home demonstration, temporary displaying of merchandise (stalls) and vending machines typically receive payment and deliver the merchandise to the customer at the time of the purchase.

Non-store retailers also include establishments engaged in the home delivery of products such as home heating oil dealers and newspaper delivery companies.

48-49 – Transportation and warehousing

This sector comprises establishments primarily engaged in transporting passengers and goods, warehousing and storing goods, and providing services to these establishments. The modes of transportation are road (trucking, transit and ground passenger), rail, water, air and pipeline. These are further subdivided according to the way in which businesses in each mode organize their establishments. National post office and courier establishments, which also transport goods, are included in this sector. Warehousing and storage establishments are subdivided according to the type of service and facility that is operated.

Many of the establishments in this sector are structured as networks, with activities, workers, and physical facilities distributed over an extensive geographic area.

51 – Information and cultural industries

This sector comprises establishments primarily engaged in producing and distributing (except by wholesale and retail methods) information and cultural products. Establishments providing the means to transmit or distribute these products or providing access to equipment and expertise for processing data are also included.

The unique characteristics of information and cultural products, and of the processes involved in their production and distribution, distinguish this sector from the goods-producing and services-producing sectors.

The value of these products lies in their information, educational, cultural or entertainment content, not in the format in which they are distributed. Most of these products are protected from unlawful reproduction by copyright laws. Only those possessing the rights to these works are authorized to reproduce, alter, improve and distribute them. Acquiring and using these rights often involves significant costs.

The intangible nature of the content of information and cultural products allows for their distribution in various forms. For example, a movie can be shown at a movie theatre, on a television broadcast, through video on demand, or rented at a local video store; a sound recording can be aired on radio, embedded in multi-media products or sold at a record store; software can be bought at retail outlets or downloaded from an electronic bulletin board; a newspaper can be purchased at a newsstand or received on-line. In addition, improvements in information technology are revolutionizing the distribution of these products. The inclusion in this sector of telecommunications services providers reflects the increasingly important role these establishments play in making these products accessible to the public.

The main components of this sector are the publishing industries, the motion picture and sound recording industries, the broadcasting industries, the telecommunications industries, and the data processing and hosting services industries.

There are establishments engaged in culture-related activities that are classified in other sectors of NAICS. The most important are listed as exclusions below.

  • Exclusion(s)

    • duplicating information or cultural products in print form, or in the form of optical or magnetic media(31-33)
    • wholesaling information and cultural products such as newspapers, books, software, videocassettes, DVDs and sound recordings (See 41 Wholesale trade)
    • retailing information and cultural products such as newspapers, books, software and sound recordings(44-45)
    • design activities (See 54 Professional, scientific and technical services)
    • performing in artistic productions, and creating artistic and cultural works or productions as independent individuals (See 71 Arts, entertainment and recreation)
    • preserving and exhibiting objects, sites, and natural wonders of historical, cultural and/or educational value (See 71 Arts, entertainment and recreation)
    • producing live presentations that involve the performances of actors and actresses, singers, dancers, musical groups and artists, and other performing artists (See 71 Arts, entertainment and recreation)

52 – Finance and insurance

This sector comprises establishments primarily engaged in financial transactions (that is, transactions involving the creation, liquidation, or change in ownership of financial assets) or in facilitating financial transactions. Included are:

* establishments that are primarily engaged in financial intermediation. They raise funds by taking deposits and/or issuing securities, and, in the process, incur liabilities, which they use to acquire financial assets by making loans and/or purchasing securities. Putting themselves at risk, they channel funds from lenders to borrowers and transform or repackage the funds with respect to maturity, scale and risk.

* establishments that are primarily engaged in the pooling of risk by underwriting annuities and insurance. They collect fees (insurance premiums or annuity considerations), build up reserves, invest those reserves and make contractual payments. Fees are based on the expected incidence of the insured risk and the expected return on investment.

53 – Real estate and rental and leasing

This sector comprises establishments primarily engaged in renting, leasing or otherwise allowing the use of tangible or intangible assets. Establishments primarily engaged in managing real estate for others; selling, renting and/or buying of real estate for others; and appraising real estate, are also included.

54 – Professional, scientific and technical services

This sector comprises establishments primarily engaged in activities in which human capital is the major input. These establishments make available the knowledge and skills of their employees, often on an assignment basis. The individual industries of this sector are defined on the basis of the particular expertise and training of the service provider.

The main components of this sector are legal services; accounting, tax preparation, bookkeeping and payroll services; architectural, engineering and related services; specialized design services; computer systems design and related services; management, scientific and technical consulting services; scientific research and development services; and advertising, public relations, and related services.

The distinguishing feature of this sector is the fact that most of the industries grouped in it have production processes that are almost wholly dependent on worker skills. In most of these industries, equipment and materials are not of major importance. Thus, the establishments classified in this sector sell expertise. Much of the expertise requires a university or college education, though not in every case.

Establishments primarily engaged in providing instruction and training in a wide variety of subjects and those primarily engaged in providing health care by diagnosis and treatment are not included in this sector.

55 – Management of companies and enterprises

This sector comprises establishments primarily engaged in managing companies and enterprises and/or holding the securities or financial assets of companies and enterprises, for the purpose of owning a controlling interest in them and/or influencing their management decisions. They may undertake the function of management, or they may entrust the function of financial management to portfolio managers.

56 – Administrative and support, waste management and remediation services

This sector comprises establishments of two different types: those primarily engaged in activities that support the day-to-day operations of other organizations; and those primarily engaged in waste management activities.

The first type of establishment is engaged in activities such as administration, hiring and placing personnel, preparing documents, taking orders from clients, collecting payments for claims, arranging travel, providing security and surveillance, cleaning buildings, and packaging and labelling products. These activities are often undertaken, in-house, by establishments found in many sectors of the economy. The establishments classified to this sector specialize in one or more of these activities and can therefore provide services to clients in a variety of industries and, in some cases, to households.

Waste management establishments are engaged in the collection, treatment and disposal of waste material, the operation of material recovery facilities, the remediation of polluted sites and the cleaning of septic tanks.

61 – Educational services

This sector comprises establishments primarily engaged in providing instruction and training in a wide variety of subjects. This instruction and training is provided by specialized establishments, such as schools, colleges, universities and training centres. These establishments may be privately owned and operated, either for profit or not, or they may be publicly owned and operated. They may also offer food and accommodation services to their students.

Educational services are usually delivered by teachers who explain, tell, demonstrate, supervise and direct self-learning. Instruction is imparted in diverse settings, such as educational institutions, the workplace or the home (through correspondence, television or other means). The lessons can be adapted to the particular needs of the students, for example sign language can replace verbal language for teaching students with hearing impairments. All industries in the sector share this commonality of process, namely, labour inputs of teachers with the requisite subject matter expertise and teaching ability.

62 – Health care and social assistance

This sector comprises establishments primarily engaged in providing health care by diagnosis and treatment, providing residential care for medical and social reasons, and providing social assistance, such as counselling, welfare, child protection, community housing and food services, vocational rehabilitation and child care, to those requiring such assistance.

71 – Arts, entertainment and recreation

This sector comprises establishments primarily engaged in operating facilities or providing services to meet the cultural, entertainment and recreational interests of their patrons. These establishments produce, promote or participate in live performances, events or exhibits intended for public viewing; provide the artistic, creative and technical skills necessary for the production of artistic products and live performances; preserve and exhibit objects and sites of historical, cultural or educational interest; and operate facilities or provide services that enable patrons to participate in sports or recreational activities or pursue amusement, hobbies and leisure-time interests.

There are establishments engaged in activities related to arts and recreation that are classified in other sectors of NAICS. The most important are listed below.

  • Exclusion(s)

    • transportation establishments providing sightseeing and pleasure cruises(48-49)
    • motion picture theatres, libraries and archives, and publishers of newspapers, magazines, books, periodicals and computer software (See 51 Information and cultural industries)
    • establishments that provide both accommodation and recreational facilities, such as hunting and fishing camps, resorts and casino hotels (See 721 Accommodation services)
    • restaurants and night clubs that provide live entertainment in addition to the sale of food and beverages (See 722 Food services and drinking places)

72 – Accommodation and food services

This sector comprises establishments primarily engaged in providing short-term lodging and complementary services to travellers, vacationers and others, in facilities such as hotels, motor hotels, resorts, motels, casino hotels, bed and breakfast accommodations, housekeeping cottages and cabins, recreational vehicle parks and campgrounds, hunting and fishing camps, and various types of recreational and adventure camps. This sector also comprises establishments primarily engaged in preparing meals, snacks and beverages, to customer orders, for immediate consumption on and off the premises.

81 – Other services (except public administration)

This sector comprises establishments, not classified to any other sector, primarily engaged in repairing, or performing general or routine maintenance, on motor vehicles, machinery, equipment and other products to ensure that they work efficiently; providing personal care services, funeral services, laundry services and other services to individuals, such as pet care services and photo finishing services; organizing and promoting religious activities; supporting various causes through grant-making, advocating (promoting) various social and political causes, and promoting and defending the interests of their members. Private households are also included.

91 – Public administration

This sector comprises establishments primarily engaged in activities of a governmental nature, that is, the enactment and judicial interpretation of laws and their pursuant regulations, and the administration of programs based on them. Legislative activities, taxation, national defence, public order and safety, immigration services, foreign affairs and international assistance, and the administration of government programs are activities that are purely governmental in nature.

Ownership is not a criterion for classification. Government owned establishments engaged in activities that are not governmental in nature are classified to the same industry as privately owned establishments engaged in similar activities.

Government establishments may engage in a combination of governmental and non-governmental activities. When separate records are not available to separate the activities that are not governmental in nature from those that are, the establishment is classified to this sector.

Husky Company Name

Husky face and Husky trademark- CIPO application 1211583

HUSKY is a common company name in Canada. There are more than 200 Husky trade names and corporate names registered in Canada.

There are 196 trademarks for the word Husky. 111 of the trademarks are active, while the rest are expired (abandoned, canceled, or expunged for non-use.)

Before registering another business name with the word Husky, make sure that there are no conflicts with any of the active trademarks listed below.

The following Business Name search shows that there are more than 200 Husky companies registered in Canada:

Note: Nuans business name searches are limited to 200 results. I could have found all of them if I searched business registrations for each province separately. This search report is not a complete listing. There are probably more listings since the search maxed out at 200 results.

Showing 1 to 100 of 200 entries
Showing 101 to 200 of 200 entries
Showing 1 to 100 of 196 entries
Date modified:  

2018 Economic Outlook for Canada

2018 Economic Outlook for Canada

The 2018 economic outlook for Canada, according to Pierre Cléroux @PierreCleroux VP, Research and Chief Economist, BDC, is strong. The Canadian dollar will hover around $0.80 USD.

2018 Economic Outlook Video by Pierre Cléroux

Hello everyone.

Regarding the 2017 Economic Performance

  • Canada had an impressive economy growth of 3.1 percent in 2017.
  • Our economy weathered the oil price shock and is now on solid footing.
  • Export and business investments are up.
  • And the job market is thriving.

2018 Economic Outlook

What should we expect for 2018?
  • The world economy is improving as commodity prices are increasing.
  • The US economy our main trade partner is also gaining momentum.
  • All this is having a positive impact on Canada as demand for our products and services will be stronger.
  • We expect to have solid growth of over 2%.
  • In 2018 next year all Canadian provinces will have positive growth.
  • Provinces with the strong manufacturing base such as Ontario, Quebec, BC, and Manitoba will continue to benefit from our low [Canadian] dollar and the strong demand from the US.
  • On the other hand, oil producing provinces Alberta, Saskatchewan in Newfoundland Labrador will benefit from a stronger oil price.
However in all this positive outlook, there are some things to watch for.
First as the economy improves, we should see an increase in interest rates, both in Canada and the US. This will not be significant but nevertheless will increase the borrowing costs for business owners.
Second there are uncertainties related to the renegotiation of the NAFTA free trade agreement. We don’t know yet what would be the end of the NAFTA negotiation, but we believe that the US will remain an important and an interesting market for Canadian businesses.
Finally the Canadian dollar will remain around 80 cents in 2018.

What are the implications for Canadian entrepreneurs? 

  • As the world economy is growing this offers incredible opportunities for business owners.
  • There are few headwinds, but a lower dollar would continue to be an advantage for exporters.
  • Also let’s not forget that CETA, the new trade agreement we have signed with the European Union, will facilitate access to our market of half a billion people.
  • With interest rates still low, now is the right time for Canadian entrepreneurs to make the necessary investment to grow become more productive and more competitive.

Stephen Poloz: Bank of Canada governor on Canada’s economic future in 2018

00:45
that keep its governor Stephen poloz up
00:47
at night I had the chance to speak with
00:49
governor polos in an exclusive
00:51
one-on-one interview earlier today
00:53
here’s the first part of our
00:54
conversation governor welcome back to
00:58
the show
00:59
delighted nice to see everyone else has
01:01
begun this year or ended this year begin
01:03
to set us up for next year with the
01:05
economy’s doing great the markets are
01:07
going like gangbusters jobs are being
01:09
added and you come in to throw cold
01:11
water on the whole thing you you found
01:14
stuff that keeps you up at night even as
01:16
the economy is doing so well so that’s a
01:18
bit unfair as I did talked about you
01:20
talked about how well is doing we’ve had
01:22
a great year and you know since I became
01:25
governor it’s really the first really
01:26
good year and all the rest we’ve been
01:29
just playing defense right you know so
01:31
it’s been great to see things coming
01:33
together and our confidence is
01:36
increasing there are still some left
01:38
over things to do you know so we don’t
01:40
want people to forget those things and
01:42
just assume everything’s perfect cuz
01:44
it’s not how important is that part of
01:46
your job though to go and look for where
01:49
the risk is because I think we could be
01:50
blinded by it with everything that is
01:52
going so well right now well I think
01:53
it’s it’s it’s really all I think of
01:55
monetary policy it’s most people think
01:58
of it it’s kind of like an engineering
01:59
exercise when you know what the economy
02:01
is doing you just tweak like this and
02:03
everything’s perfect but in reality we
02:05
don’t know enough to be able to do that
02:07
and if you take that uncertainty into
02:10
your policymaking instead of just
02:12
assuming it
02:13
which is what the previous example does
02:15
then you start thinking about more as a
02:17
risk management exercise right so which
02:20
risk is worst that I face and how do I
02:22
protect against that which risk would
02:24
actually be good and in which case I’ll
02:26
let that go if it happens as you said
02:29
this is the first good year you’ve had
02:30
since since your tenure began has the
02:33
role changed as the economy has started
02:35
to climb back out again were you then
02:38
looking for sort of signs of good in the
02:40
economy to sort of tell us this and it’s
02:42
gonna get better in a couple quarters
02:43
down the road and now it’s shifted a
02:45
little bit you know we we went through a
02:47
phase when I first came which we ended
02:49
up calling serial disappointment Breck
02:51
as we had one step forward and then
02:53
another step back and nothing seemed to
02:55
go in a nice trend and then the oil
02:57
shock hit and of course this was at that
03:01
time we were actually getting quite
03:02
encouraged and men boom aw Christ shock
03:05
meant a two-year delay in that process
03:07
of getting back to where we belong and
03:09
so when I look at it like there’s never
03:12
really been a period that I could call
03:13
typical well you know every every period
03:15
has been unique we’re in a we’re in a
03:18
phase in history which is unique we hope
03:22
it stays unique because it’s a post
03:24
crisis economy where we still have
03:26
legacies legacy effects throughout our
03:29
economy and much even bigger ones in
03:32
other economies so nothing is as what
03:35
usually is is done you said in the
03:38
speech the economy is operating near its
03:40
capacity growth is forecast to run above
03:42
potential and yet at the same time to
03:44
remain slack in the labor market and
03:46
that that poses a downside risk to risk
03:48
inflation is that like having two
03:50
opposing thoughts in your head at the
03:51
same time and is that a big part of it
03:54
is trying to balance out where the good
03:55
is and where the bad well this is what I
03:57
mean by risk management so for us we say
04:00
you know by conventional measures the
04:02
economy is running basically at folk
04:03
full steam but we can see in the labor
04:06
market there is there’s excess capacity
04:09
there this is the sort of divergence
04:12
that happens when you have slow cycles
04:14
like we’ve had normally those things
04:16
would be perfectly correlated with each
04:17
other right and so right now they are so
04:19
what we want is the economy to grow
04:21
hotter for a while so that it uses up
04:24
that access
04:25
see that’s still in the labor market and
04:27
the way that will happen is companies
04:29
won’t invest more create new capacity
04:31
with more people and raise our level GDP
04:35
throughout okay so that’s the process
04:37
what I call a sweet spot that we’re
04:39
watching unfold now and it could last a
04:41
year or something in the US economy
04:44
well last 18 months or so always been in
04:46
that same place and I mean you mentioned
04:48
your three concerns where cyber threats
04:52
what was the other one house and and
04:54
housing prices and indebtedness and then
04:57
of course job concerns for the job
04:59
market for young people do all of those
05:01
sort of rotate around those the you know
05:03
business investment and exports and how
05:05
we as an economy are dealing with those
05:07
two core things well yeah some what some
05:10
do a cyber I think it was an independent
05:12
thing which is not really dependent on
05:15
the cycle or anything like that and but
05:18
the other two are actually longer-term
05:20
issues so they’re you know what we hope
05:22
is that those folks who are young who
05:24
have dropped out of the workforce so
05:26
they’re not counted at unemployment rate
05:28
today will return you know as the
05:31
conditions continue to improve in only
05:32
the last month we saw some signs of that
05:34
so sure so we’re encouraged by that and
05:36
you know there are like four percent of
05:38
them that were in the workforce before
05:40
and aren’t there now in terms of the
05:42
household debt thing a governor can’t
05:45
give a speech without talking about that
05:47
because that’s our number-one concern
05:48
and the fact is we’ve accumulated all
05:52
that in the post-crisis period it was a
05:55
byproduct of the monetary policy we
05:57
followed we understand all that and so
05:59
what we want to do is make sure that we
06:01
don’t do something abroad or in someone
06:03
to put a put our our future outlook in
06:05
danger
06:06
by under estimating how important that
06:08
is it’s important in two ways if
06:10
interest rates are higher today has a
06:12
different effect because of the level of
06:13
debt but secondly the the vulnerability
06:16
is there so that if there were a shock
06:18
like we had in 2008 today the effects
06:21
would be much larger on the economy
06:23
that’s a magnifying effect and so that
06:25
vulnerability becomes an actual risk if
06:27
some some some shock hits and so what we
06:30
want is the economy become more
06:32
resilient more sustainable through time
06:34
hence the changes to the mortgage rules
06:36
etc
06:36
and really quickly on on just sort of
06:38
the direction of things you’re sounding
06:40
a cautionary tone the us pushing ahead
06:42
really quickly and plans to have a
06:44
number of hikes over the next year’s I
06:46
think we’re they’re gonna be up three
06:47
point one percent at three point one
06:49
percent by 2020 can we afford to take
06:51
that cautionary stance as we see a
06:54
divergence in interest rates in the US
06:55
well it’s very important that we have an
06:57
independent monetary policy our
06:59
inflation targets are our inflation
07:00
targets missile witness that back in
07:03
2015 when the oil price shock was really
07:05
having its effecting the economy we cut
07:07
rates twice a year while the Fed raised
07:09
rates so that’s proof that we can have
07:11
an independent policy because that all
07:13
shock were a year or two behind the u.s.
07:15
in the cycle and so we have some more
07:18
time in front of us and so I think we
07:21
can have our independent policy while

07:22
the Fed goes about its business the

Deducting Incorporation Costs

The 2016 Canadian Federal budget included a new tax deduction regarding incorporation costs and fees. The 2016 Budget also proposed to allow small balances of eligible capital property carried over to the new CCA class to be deducted more quickly and to allow up to $3,000 in incorporation costs to be deducted as a current expense. The latter measure will allow approximately 80 per cent of newly incorporated businesses to deduct the full amount of the incorporation expenses in their initial year.” This measure is applicable as of January 1, 2017, and is also valid for reorganization and amalgamation costs.

Registering as a Professional Corporation In Ontario

The colleges of many regulated professions in Ontario permit their members to incorporate as a Professional Corporation in Ontario. These colleges do not permit a federal corporation, an out-of-province corporation, nor an LLC to receive a Certificate of Authorization. So you need to order an Ontario biased Nuans report for your corporate name and incorporate in Ontario.

NUANS Search Ontario

College of Optometrists of Ontario

Before applying for articles of incorporation, members are advised to review the College’s application package for a Certificate of Authorization, Regulated Health Professions Act (RHPA) including the Health Professions Procedural Code(sections 85.8-85.14), and College by-laws. Applicants are urged to ensure that they are in compliance with regulations governing the corporation name as this is strictly enforced.

Incorporation

Extra-provincial registration in Ontario

To register your Delaware or Florida corporation in Ontario, you will have to apply to register it with the Extra-Provincial Licence Form 1 Extra-Provincial Corporations Act form.

An extra–provincial domestic corporation (e.g. Alberta) without an Ontario Corporation Number wishes to operate in Ontario

If an extra–provincial domestic corporation wishes to operate in Ontario, the corporation must file an Initial Return / Notice of Change by an Extra Provincial Corporation – Form 2 under the Corporations Information Act with the Central Production and Verification Services Branch, Ministry of Government and Consumer Services. You must include a photocopy of the page or pages of the most recent articles (e.g. incorporation/ amalgamation/ amendment) or other constating documents, containing the correct name and incorporation/amalgamation date, and the names of the amalgamating corporations, filed with the jurisdiction to which the corporation is subject. Where an amendment has been filed, pages 1 and 2 of the Articles of Amendment showing both the former and amended corporation names are to accompany the Form 2.

If the Initial Return/Notice of Change, Form 2 is submitted by mail, the processing time is 25 business days. If the Initial Return/Notice of Change, Form 2 is submitted to the Information Desk in the Public Office, the Branch will process it within 48 hours provided that a cover letter is attached that outlines in detail the circumstances that require expedited service. Requests for 48–hour service and the Form 2 must be submitted and picked-up at the Public Office in Toronto.

There is no fee for filing the Initial Return/Notice of Change, Form 2.

Note: This service is not available at ServiceOntario workstations or through the private–sector Service Providers under contract with the Ministry of Government and Consumer Services, by fax, or via the Internet.

 

Extra-Provincial Registration Steps

For Canadian corporations which are not from Ontario:

 
If a Canadian corporation opens an office in Ontario it requires an extra-provincial licence. In this case, the Province of Ontario will not charge for the extra-provincial license. Canada Corporations don’t need an Ontario Nuans report. It needs to file 
 
If a corporation from another Canadian province wishes to open an office in Ontario, it must also register for an extra-provincial license.
 
And it must do the following:
 
 
  • File an “Initial Return/Notice of Change” with the Ontario MGS Companies Branch within 60 days of beginning to carry on business in Ontario or within 15 days after the change or changes take place. There is no fee for the filing of the Initial Return or Notice of Change;
 
  • Provide a copy of the corporation’s Articles of Incorporation and any amendments to the Articles to the Companies Branch;
 
  • Provide any future amendments to their Articles and updates to corporate information that it has already provided to the Companies Branch.
 
Canadian non-Ontario corporations are usually required to pay Ontario taxes. It should provide the relevant information on the corporation’s T2 Annual Return. Tax filings are the only annual Ontario filing requirements for Canadian non-Ontario corporations.
 
If a Canadian non-Ontario corporation later decides to stop carrying on business in Ontario, the corporation is required to file a notice with the Companies Branch.
 
For non-Canadian corporations:
 
Non-Canadian corporations are required to register in Ontario if they do business in Ontario. They are required to do the following:
 
  • Complete and submit two original, signed copies of the “Application for Extra-Provincial Licence;
 
  • Appoint an agent for service;
 
  • Perform (and submit) an Ontario name search report (called NUANS);
 
  • Provide original “Certificates of Status” issued by the corporation’s home governments (and signed by a properly authorized official of that government).
 
The Certificate of Status must include:
 
(a) the name of the corporation;
 
(b) the date of incorporation or amalgamation;
 
(c) the jurisdiction to which the corporation is subject (e.g. State of Delaware); and
 
(d) a statement indicating that the corporation is a valid and subsisting corporation.
 
  • If the government of the corporation’s home jurisdiction will not issue an original Certificate of Status, then the corporation is required to submit a legal opinion from a lawyer authorized to practise in that jurisdiction to confirm the corporation’s status in its home jurisdiction.
 
After an extra-provincial licence is obtained, the non-Canadian corporation holding the licence will be required to file an “Initial Return/Notice of Change” within 60 days after beginning to carry on business in Ontario (much like a domestic, non-Ontario corporation).
 
If any of that information changes, the corporation must notify and update the Companies Branch within 15 days. Key changes could include changes to a corporation’s name, changing a corporation’s home jurisdiction, changing a corporation’s agent for service, and/or changing a registered office address.
 
If a non-Canadian corporation decides to stop carrying on business in Ontario, the corporation must complete and submit several forms to the Companies Branch.

Shareholders Equity

Shareholders’ equity is listed on a corporation’s balance sheet and measures its net worth. A corporation’s shareholders’ equity is calculated by subtracting a company’s total liabilities from its total assets, which are also listed on a corporation’s balance sheet.

Shareholders’ equity is the value of a corporation which is the property of its ordinary shareholders. A corporation is owned by its shareholders.

In our sample class A, B, C and D share structure, a corporation is generally controlled by its Class A shareholders. Employee shareholder equity may be granted as Class B shares, to avoid tax consequences, but they will not be able to vote at shareholder meetings. Passive equity investors are usually class C and D shareholders. Class D shareholders get paid dividends before shareholders of class A, B, and C shares, but their dividend is not cumulative if the corporation does not turn a profit in a given year.



 

Shareholder Resolution

Shareholder Resolution

A shareholder resolution may be an ordinary resolution, a special resolution, or a unanimous resolution.

Shareholders exercise most of their influence over how the corporation is run by passing resolutions at shareholders’ meetings based on the proportional number of shares each shareholder holds.

Ordinary resolutions

Ordinary resolutions require a simple majority (50 percent plus 1) of votes cast by shareholders. For example, shareholders usually carry out the following actions by ordinary resolutions:

  • elect directors
  • appoint auditors
  • approve by-laws and
  • by-law changes.

Special resolutions

Special resolutions must have the approval of two-thirds of the votes cast. For example, shareholders usually carry out the following actions by special resolutions:

  • make fundamental changes (for ex., amending the corporation’s name; amending the articles regarding such matters as the province of registered office;
  • restrictions on share transfers;
  • restrictions on activities; and
  • changes involving such matters as amalgamation and continuance,
  • asset sales to sell all, or substantially all, of the corporation’s assets, and
  • dissolution, to distribute all of a corporation’s property to the shareholders after discharging all of the corporation’s liabilities.

Unanimous resolutions

Unanimous resolutions must have the approval of all shareholders who are entitled to vote. For example, if shareholders agree to not appoint an auditor, the decision must be unanimous.

Shareholders’ meetings

A shareholders’ meeting allows shareholders to obtain information about the corporation’s business and to make appropriate decisions regarding the business.

A shareholder’s right to attend and vote at a meeting depends on the rights attached to the shares that person holds (see Class of shares). As a general rule, shareholders who are entitled to vote at a meeting are entitled to attend the meeting. The Canada Business Corporations Act (CBCA) gives holders of non-voting shares the right to attend certain meetings and vote on certain fundamental issues.

A shareholder entitled to vote has the right to appoint a proxy holder to attend and vote on his or her behalf at any shareholders’ meeting. If your corporation has more than 50 shareholders or is a distributing corporation, certain rules apply regarding sending a form of proxy. Consider consulting a lawyer or another professional.

Calling a shareholders’ meeting

The directors must notify voting shareholders of the time and place of a shareholders’ meeting. They must do so no more than 60 days and no fewer than 21 days before the meeting date. For example, if the meeting is to be held on May 20, the notice of the meeting should be sent no earlier than March 22 and no later than April 30.

Unless otherwise provided by the by-laws or the articles, this notice can be sent electronically to shareholders if they have previously consented to receiving such notices electronically and if they have designated a system for receiving them.

Annual meeting

The CBCA states that a corporation “must hold a shareholders’ meeting on a date that is no later than 15 months after holding the last preceding annual meeting, but no later than six months after the end of its preceding financial year”. Alternatively, shareholders can pass a resolution in lieu of a meeting.

The notice for the annual meeting must address the following issues:

  • appointing an auditor or waive the appointment of an auditor
  • electing directors
  • considering the corporation’s financial statements
  • raising any other business they wish to address.

Annual meeting agenda

Annual shareholders’ meetings must have on the agenda, at a minimum:

  • consideration of the financial statements,
  • appointment of an auditor (or a resolution of all shareholders not to appoint an auditor),
  • election of directors, and
  • any other business.

Often, the agenda includes an additional item: “any other business”. This portion of the meeting allows shareholders to raise any other issues of concern to them. If directors want shareholders to consider a matter, it should be listed in the agenda before the meeting and not raised as “any other business”.

Location of the shareholders’ meeting

The annual meeting can be held in Canada at a place specified in the by-laws. If the by-laws do not specify a location, the directors can choose one. An annual meeting can be held outside Canada only in cases where the corporation’s articles permit it or if all voting shareholders agree.

Unless otherwise stated in the by-laws, a corporation can allow shareholders to attend the meeting electronically. The communications system used must allow all participants to communicate adequately with each other during the meeting.

Also, if the corporation’s by-laws permit it, the directors of a corporation can decide that a meeting of shareholders will be held entirely by means of a telephonic, electronic or other communication medium that will allow all participants to communicate adequately with each other during the meeting. In such cases, it is the responsibility of the corporation to make these facilities available.

Special meetings

Shareholders can also be called to special meetings. The notice for a special meeting must:

  • state the time and place of the meeting
  • provide shareholders with enough information in advance so that they know what they will be asked to consider and vote on at the meeting.

Agendas for special meetings of shareholders usually deal with specific questions or issues, such as whether to approve a fundamental change proposed by the corporation’s directors. A fundamental change could include amending the articles of incorporation or changing the corporation’s name. Generally, a corporation’s directors will call a special meeting of the shareholders when they would like to undertake a particular activity or a special issue that requires shareholder approval.

It is often convenient to combine special meetings with annual meetings. The notice for such a meeting must clearly indicate what special business will be considered.

Resolution in lieu of a shareholders’ meeting

In a small corporation, where one or few individuals act as directors, officers and shareholders, shareholders’ meetings may not be necessary. Shareholders in these corporations often prefer to act through written resolutions.

A resolution in lieu of a meeting is a written resolution (signed by all shareholders who are entitled to vote at the meeting) that deals with all matters that need to be addressed at a shareholders’ meeting. This resolution is just as valid as it would be if passed at a meeting of shareholders.

Resolutions should be kept in the corporation’s records (see Maintaining the corporation’s records).

Other requirements of the shareholders’ meeting

Annual and special meetings also have other requirements related to quorum, electronic voting and minutes of the meeting.

Quorum

No business that is binding on the corporation can be conducted at annual or special shareholders’ meetings unless a quorum of shareholders is present or represented. Your corporation’s by-laws can define a quorum. Unless the by-laws state otherwise, a quorum is present at a meeting when the holders of a majority of the shares entitled to vote at the meeting are present in person or represented by proxy, regardless of the number of persons actually present at the meeting.

Electronic voting

Unless your corporation’s by-laws specifically forbid it, electronic voting is allowed. The one requirement is that the vote can be verified without knowing how each shareholder voted.

Minutes of the meeting

Your corporation must keep a written record of the meeting. This record usually includes such information as:

where and when the meeting was held
who attended
what resulted from any voting.
These records are commonly referred to as “minutes” of the meeting and are usually kept in a minute book and with the corporate records.

Shareholder agreements

A shareholder agreement is an agreement entered into by some, and usually all, of the shareholders of a corporation. The agreement must be in writing, and must be signed by the shareholders who are party to it. While shareholder agreements are specific to each corporation and its shareholders, most of these documents deal with the same basic issues.

The CBCA allows shareholders to enter into written agreements that restrict the powers of the directors to manage or supervise the management of the corporation in whole or in part. However, when shareholders sign an agreement to assume the rights, powers and duties of directors, they should be aware that they are also agreeing to assume the liabilities of those directors to an equal degree. These are called unanimous shareholder agreements.

The relationship among shareholders in a small corporation tends to be very much like a partnership, with each person having a say in the significant business decisions the corporation will be making. Obviously, a shareholder agreement is not necessary in a one-person corporation. However, consider entering into a shareholder agreement if you have more than one shareholder or when you want to bring in other investors as your business grows.

Management of the corporation and relations among shareholders

Under the CBCA, the board of directors has control over the management of the corporation unless there is a unanimous shareholder agreement that transfers the powers and liabilities of the directors to the shareholders. Because directors are elected by ordinary resolution of the shareholders, if one shareholder has more than 50 percent of the votes, that shareholder alone can decide who will sit on the board. If minority shareholders (those with a small stake in the corporation) in a small corporation do not feel adequately protected by a board of directors elected by a majority shareholder, they might want to negotiate a shareholder agreement that better protects their investment in the corporation.

  • Right to sit on the board: A very common shareholder agreement provision for a small corporation is one that gives all the shareholders the right to sit on the board of directors or nominate a representative for that purpose. Each shareholder agrees in the document to vote his or her shares in such a way that each one is represented on the board, thus ensuring all shareholders an equal measure of control.
  • Higher shareholder approval than the CBCA: Shareholder agreements can provide that certain significant decisions require a higher level of shareholder approval than is set out in the CBCA. For example, an agreement might provide that a decision to sell the business must be approved unanimously by all shareholders, whereas the CBCA requires only a special resolution (approval by two thirds of shareholders).
  • Future obligations: Shareholder agreements can set rules directing how the future obligations of the corporation will be shared or divided. For instance, each shareholder invests a minimal amount to get the business going, looking to bank loans or other credit for growth. The shareholders could agree that, when other means of raising funds are not available, each shareholder will contribute more funds to the corporation on a pro rata basis. This means simply that the extent of a shareholder’s obligation to fund the corporation would be determined by the extent of that shareholder’s ownership interest (the percentage of shares held) in the corporation. So, three equal partners starting a corporation (with equal shares held by each) might sign a shareholder agreement that each will be responsible to fund one third of any future obligations of the company through the purchase of more shares.
  • Future purchase of shares: Other rules often found in shareholder agreements govern the future purchase of shares in a corporation when no funding is needed. In such a case, the shareholders could agree to maintain the same percentage of holdings among themselves. Three equal partners could agree that no shares in the corporation will be issued without the consent of all shareholders/directors. Without such an agreement, two shareholders/directors could issue shares by an ordinary or special resolution (because they control two thirds of the votes) to themselves without including or requiring the permission of the third shareholder/director.

Restrictions on share transfers

Restrictions on share transfer are used so that shareholders can control who will become a shareholder in their corporation.

By placing such restrictions in a shareholder agreement instead of in your articles, shareholders can remove or alter them without the corporation having to file articles of amendment. Note that these restrictions are separate from the restrictions placed in your articles of incorporation as part of the non-distribution corporation restrictions.

Another provision is the right of first refusal, which basically states that any shareholder who wants to sell his or her shares must first offer those shares to the other shareholders of the company before selling them to an outside party.

Shareholder agreements can also set out rules for the transfer of shares when certain events occur, such as the death, resignation, dismissal, personal bankruptcy or divorce of a shareholder. The restrictions can include detailed plans governing when a shareholder can or must sell his or her shares, or what happens to those shares after the individual shareholder has left. The shareholder agreement, for example, could require that the shares be transferred to the remaining shareholders or to the corporation, often at fair market value.

These provisions are complex and usually set out mechanisms to manage the transfer, such as sending notices and establishing how the transfer price will be funded. Operators of small corporations who enter into agreements with this sort of exit provision sometimes purchase life insurance to fund the payment obligations of the party who will be purchasing the shares.

Other shareholder agreement provisions could include non-competition clauses, confidentiality agreements, dispute resolution mechanisms and details on how the shareholder agreement itself is to be amended or terminated.

Special Shareholder agreements

The CBCA deals specifically with two particular types of shareholder agreements.

Pooling agreements:

The CBCA provides that shareholders can, in a written agreement between two or more shareholders, agree on how, in any particular manner, their respective shares will be voted on. Shareholders could enter into an agreement solely for the purpose of determining, for instance, how they will vote their shares to elect directors. Shareholders can also decide to include a pooling provision in a larger shareholder agreement.

Unanimous shareholder agreements:

Using these agreements, which must be in writing, the CBCA permits all of the shareholders of the corporation to transfer all or some of the powers of the directors to the shareholders. Where there is only one shareholder, that person can sign a written declaration that has the same effect as a unanimous shareholder agreement. The wording must be precise: an agreement signed by all of the shareholders does not fit the definition of a unanimous shareholder agreement if it does not deal with the transfer of powers, and the responsibilities that go along with them, from the directors to the shareholders.

 

Business Names Conflicting with Trademarks

Federal Cases: Business Names Conflicting with Trademarks

  • Business names may be registered as a sole-proprietorship, partnership, corporation name, or a trade name owned by a corporation.
  • If a business name is used as a trademark, then that use confers on the owner the rights to that mark, including the exclusive right to use that mark and to register it, if it is distinctive.
  • Whoever first registers a trademark for their trade name has the upper hand.
  • Here are some litigious business name cases that have cost business owners many thousands of dollars. Arguing in court over who has priority to a name is very expensive. Cases often cost more than $100,000 for each side.

DIVINE HARDWOOD FLOORING LTD. v. DIVINE FLOORING INC., ET AL  Browse T-777-16

FLATIRON BUILDING GROUP INC v. FLATIRON CONSTRUCTION GROUP Browse T-890-16

Hertz System Inc v Herc Equipment Rentals Inc. T-409-16

  • HERC EQUIPMENT RENTALS INC. ON-1389811 Incorporated on 2000-01-24 Active
  • Hertz System announced that it would change its name to Herc Rentals in March 2014
  • In March 2014, HERTZ announced its plan to make its equipment rental business a stand-alone business (from its vehicle rental business) and further announced that this stand-alone business would be known as Herc Rentals.

Masterpiece Inc v Alavida Lifestyles Inc, 2011 SCC 27

MILANO PIZZA LTD V. MILANO CITY PIZZA LTD T-43-16

RE/MAX, LLC v. PROPERTY MAX REALTY INC. AND OTHERS T-545-16

Time Development Group Inc. v. Times Group Corporation:

  • Plaintiff registered its corporate name as a trademark, Times Group Corporation
  • The Federal Court framed the main issue as one of confusion: Was confusion likely between the registered trademark, TIMES GROUP CORPORATION, and the tradename, TIME DEVELOPMENT GROUP?
  • [13] With respect to TDG’s second argument, TDG points to Times’ trade-mark application in which Times asserted that it began using its mark in 2011. TDG began using its trade-name in 2008. TDG says that its prior use of an allegedly confusing trade-name should have disentitled Times from registering its mark. This is incorrect. It is the use of a trade-mark that confers on the owner the rights to that mark, including the exclusive right to use that mark and to register it. (Masterpiece Inc v Alavida Lifestyles Inc, 2011 SCC 27 at para 35-36; Trade-marks Act, s 16). The evidence set out below shows that Times has used its trade-names and mark at least since 2006: this is both before TDG began using its trade-name and well before Times’ registration of its mark in 2014. Therefore, in my view, Times clearly had the right to register its mark and to acquire the exclusive right to use it; the real question is whether TDG should be prevented from using its trade-names on grounds of confusion.
  • In 2016 FC 1075, the Federal Court declared that the registered trademark had been infringed and ordered that the appellants refrain from using “its trade-names and any confusingly similar variants.”
  • Decision upheld on appeal 2017 FCA 125 (Justice Dawson; Justice de Montigny; Justice Woods)

U-HAUL INTERNATIONAL INC v. U BOX IT INC A-3-16 appeal from 2015 FC 1345 in T-2448-14

WESTERN DRIVING ACADEMY OF LONDON INC. v. WESTERN CITY DRIVING SCHOOL INC. T-700-16



Company Names

A company name is either its corporate name or its trade name.

Trade Names and DBA

A corporation may choose to register a trade name as a division of their corporation. A trade name is a DBA (doing business as) name and it is also referred to as an o/a (Operating As) name. Often corporations will be registered as a numbered corporation and use one or more trade names. A corporation with a name may also use a trade name.

A trade name registered by a corporation should be always used in conjunction with the corporate name on all invoices, contracts, and purchase orders to give notice to others that they are dealing with a corporation and not a sole-proprietor or a partnership. An example of a proper usage is Michaels Inc. o/a Michaels Business Services. Another example is The Hudson Bay Company o/a The Bay.

An individual or a partnership typically register their business name as a trade name.

Trade name registrations last 5 years and they must be renewed every 5 years. There is usually a 6 month grace period before the trade name is permanently cancelled. If you fail to renew your trade name before it is cancelled, you will have to re-register the trade name as a new trade name.

Order a Nuans pre-search report or an Ontario Nuans report before registering your trade name.

 

Picking company names can be difficult. Good company names enable businesses to be successful in the long term.

Guidelines for Picking Good Company Names

  • Pick a company name that is unique.
  • Pick a distinctive name that is brandable.
  • Pick a name that is easy to spell. Try to only use words that are spelled properly in English or French, unless it is an ethnically targeted business.
  • Pick a short name, and preferably one with less than 4 words. i.e.: Trademark Pro

Pick Unique Company Names

Corporations Canada does not permit someone to pick a name for a federal corporation that is confusingly similar to an existing trademark or trade name registered anywhere in Canada, without the existing trademark or trade name owner’s consent. Corporations Canada’s test for what is confusingly similar is different from the test provided under the Trade-Marks Act.

When Corporations Canada refuses a proposed company name, incorporators often switch to registering their desired company name under the laws of a province where they operate, because the provinces are less strict in their tests for registering confusing names.

In Ontario, like most other provinces, the Business Names Act requires company names to be both unique and not deceptively similar to an existing registered name in Ontario, or as a person’s name, without their consent.

 

If the business will be an operating company:

  • Pick a company name where the first word or two is available as a domain name, i.e.: trademarkpro.ca
  • A company name, less any legal ending, is essentially a trade name.
  • Pick a company name that is not confusingly similar to any trademark or the trade name of any business operating in a similar line of business.

Review the trademark listings in the last two pages of a Nuans report of your proposed corporate name for conflicts. If your business will compete with any of the trademark registrants, be prepared for a trademark infringement suit. Trademark infringement suits may be brought in either the Federal Court of Canada or the Superior Court of your province.

In a recent case, Western Driving Academy of London Inc. sued Western City Driving School Inc. in the Federal Court of Canada for trademark infringement of its Western Driving Academy trademark. Both driving schools operate in London Ontario, the home of Western University and the only common word is Western.




 

The Trade-marks Act provides the following factors to consider when deciding a name is confusingly similar to any trademark or trade name.

When mark or name confusing

  •  (1) For the purposes of this Act, a trade-mark or trade-name is confusing with another trade-mark or trade-name if the use of the first mentioned trade-mark or trade-name would cause confusion with the last mentioned trade-mark or trade-name in the manner and circumstances described in this section.

  • (2) The use of a trade-mark causes confusion with another trade-mark if the use of both trade-marks in the same area would be likely to lead to the inference that the goods or services associated with those trade-marks are manufactured, sold, leased, hired or performed by the same person, whether or not the goods or services are of the same general class.

  • (3) The use of a trade-mark causes confusion with a trade-name if the use of both the trade-mark and trade-name in the same area would be likely to lead to the inference that the goods or services associated with the trade-mark and those associated with the business carried on under the trade-name are manufactured, sold, leased, hired or performed by the same person, whether or not the goods or services are of the same general class.

  • (4) The use of a trade-name causes confusion with a trade-mark if the use of both the trade-name and trade-mark in the same area would be likely to lead to the inference that the goods or services associated with the business carried on under the trade-name and those associated with the trade-mark are manufactured, sold, leased, hired or performed by the same person, whether or not the goods or services are of the same general class.

  • What to be considered

    (5) In determining whether trade-marks or trade-names are confusing, the court or the Registrar, as the case may be, shall have regard to all the surrounding circumstances including

    • (a) the inherent distinctiveness of the trade-marks or trade-names and the extent to which they have become known;

    • (b) the length of time the trade-marks or trade-names have been in use;

    • (c) the nature of the goods, services or business;

    • (d) the nature of the trade; and

    • (e) the degree of resemblance between the trade-marks or trade-names in appearance or sound or in the ideas suggested by them.

  • R.S., 1985, c. T-13, s. 6;
  • 2014, c. 32, s. 53.

 

Business Names Act, R.S.O. 1990, c. B.17

Liability for damages

6. (1) A person is entitled to recover compensation from a registrant for damages the person suffered by reason of the registration by the registrant of a name that is the same as or deceptively similar to,

(a) a name registered by the person; or

(b) the person’s name, even though the person is not required to register that name under this Act.  2010, c. 16, Sched. 5, s. 2 (1).

Same

(2) The compensation under each of clauses (1) (a) and (b) is limited to the greater of $500 and the actual amount of damages incurred.  2010, c. 16, Sched. 5, s. 2 (2).

Cancelling registration

(3) In giving a judgment for a plaintiff in an action brought under subsection (1), the court shall order the Registrar to cancel the registration that was the cause of the action.  R.S.O. 1990, c. B.17, s. 6 (3).

What is a Trademark?