To register your business as a corporation in Canada, the first step is to search a corporate name. The provinces of Alberta, Ontario, Nova Scotia, New Brunswick and PEI use Nuans search reports for their respective provinces to search and reserve a corporate name for their respective jurisdiction.

Always order a Nuans Pre-search or a Nuans full search before registering a business name. The cost of changing your name later and dealing with lawsuits may cripple your business.

Business Registration

In most provinces in Canada, you may obtain a business registration for a business name by registering a:

  • Corporation,
  • Sole Proprietorship,
  • Partnership,
  • Foreign (extra-provincial) corporation, or
  • Foreign LLC

The Partnerships Act provides two types of partnerships:

  • General Partnership, and a
  • Limited Liability Partnerships (LLP)

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.

Register A Business Name in Ontario

You may register a business name as either a sole-proprietorship or a partnership and get a Master Business Licence in Ontario, for $60, at the Ontario government website:

https://www.ontario.ca/page/business-name-registration

You may use your Master Business Licence as proof of your business name registration at financial institutions and in business transactions with the Ontario government. It is valid for 5 years and it must be renewed within 6-months of expiry, otherwise you will lose your business name registration.

Trade Name Registration

A Master Business Licence is proof of ownership of a trade name. Trade names may be used to block future applicants of trademarks for confusingly similar names.

Only corporations are available for Federal business registration in Canada, through Industry Canada’s website. You may not Federally register a trade name as either a sole-proprietorship or a partnership. Trade names are registered only in the Provinces where you do business.

You may obtain a business registration for a foreign LLC in Canada. Limited Liability Company “LLC” is popular in many US states and in Europe, but they are almost all a little different based on the operating agreement filed for the LLC and the various state laws that they may be registered under.

Ontario LLC formhttps://businessregistration.ca/buy/business-name-registration/ontario-llc-form-6/

Other provincial forms are coming soon.

LLC Business Registration Advertisement:

Register an LLC or incorporate your small business in the USA with Incorporate.com.

ULC is a business registration only available in Nova Scotia. Unlimited Liability Company “ULC” entities appear to have no Canadian residency requirements. They are often called CRA “check the box” tax flow through entities for foreign persons doing business in Canada. None of ULC’s members appear to need to be residents of Canada.


Ontario Sole Proprietorship business name registration: https://www.ontario.ca/page/business-name-registration

DBA

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

Registering name

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).

….

See also:

Ontario Regulation 122/91: Restrictions Respecting Names

Prohibited Usage

4. (1) A name shown in a registration must not include, in any language, a word or expression that is contrary to public policy, including a word or expression that is scandalous, obscene or immoral. O. Reg. 122/91, s. 4 (1).

(2) A name shown in a registration must not use a word or expression that would suggest that the registrant is engaged in an activity that is contrary to public policy. O. Reg. 122/91, s. 4 (2).

5. A name shown in a registration must not include a word, an expression or an abbreviation the use of which is prohibited under a federal Act or an Ontario Act. O. Reg. 122/91, s. 5.

6. A name shown in a registration must not use Arabic numerals or a word or expression that would suggest that the name is a corporate number name. O. Reg. 122/91, s. 6.

7. A name shown in a registration must not use a word or expression that would suggest that the registrant is a form of organization that the registrant is not. O. Reg. 122/91, s. 7.

Incorporation

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.

Legal Ending of a Corporation’s Name
All for-profit corporation names must have a single legal ending, selected from one of the following endings in most Provinces:

    INC.
    INCORPORATED
    CORP.
    CORPORATION
    LTD.
    LIMITED

 

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 Limited,” 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).

Idem
(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).

Business Corporations Act, R.S.O. 1990, CHAPTER B.16

Corporate Names

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.)

Website Disclaimer:

  1. This website is not legal advice.  We hope you find this website and any embedded videos interesting and educational.
  2. Get legal advice: If you need legal advice about registering and operating your business, contact and retain a business lawyer. They will need to do a conflicts check, before they can provide any legal advice tailored to your particular circumstances.
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  4. Accuracy: We make best efforts to ensure the information published is correct, but it is not legal advice.  Don’t rely on it as though it is. Click and review the official version of the Act to get the most up-to-date version of the Act. This website’s liability is limited, for any damages whatsoever, to $40.