The following are examples of “Operating As” names (The Ministry refers to them as “Style Names”): “2001234 Ontario Ltd. O/A Joe’s Pizzeria” or Joe’s Pizzeria Division of 2001234 Ontario Ltd. You can also have “Operating As” names that are tied to Named Corporations such as: Joe’s Pizzeria a Division of Joe’s Foods Ltd. Or Joe’s Foods Ltd. O/A Joe’s Pizzeria.
If you require an “Operating As” name we can register the name to your corporation for a fee of $60. The ministry charges a filing fee of $60 in addition to our fee. A NUANS search is not required by the ministry however it is highly recommended to avoid infringing on other similar names and trademarks.
When using an “Operating As” name, do I have to display the corporate name on my advertising?
A corporation carrying on business under a registered business name must set out both the registered business name and the corporate name on all contracts, negotiable instruments, invoices, orders, etc. involving goods or services provided by the corporation. Signage, business cards, and other similar advertising need only have the name you are operating as.
Registering a Business Name is not a required step of incorporation. Business name registrations are essentially for sole proprietorships and partnerships. If you already have a business name or partnership under the same name that you are incorporating you would simply proceed with your incorporation as if you did not have the name registered. Keep in mind that you still have to produce a NUANS search and you have to evaluate the NUANS search as you would any search. You can not assume your name is acceptable simply because you have been using the name for a period of time. You may be required to deregister your sole proprietorship or partnership name registration if you incorporate the identical or similar name.
The NUANS search process will produce a computer – printed Search Report listing names in descending order of similarity which allows you to decide whether or not the proposed name is deceptively similar to, or confusing with, any name cited in the report. Please note that while the computer printout will assist you in determining that your corporate name is not the same as or similar to another corporation, it does not guarantee that your name is protected from any future proceedings. After you have incorporated, if it is determined that your name is similar to another name, you may be required to change yours. If you are considering doing business across Canada, you may want to consider incorporating as a federal company.
Our two main services are the incorporation of small businesses and NUANS name searches. Incorporations may involve having a NUANS search report done, or you may decide to register as a numbered company. We currently do not offer an incorporation service for “Not-For-Profit” organizations; however we do offer the mandatory NUANS searches you will require with your filing.
The seal used to act as the signature of a corporation. A seal is no longer required by banks to open a bank account. If you only conduct business in Canada as far as the Canada Business Corporations Act goes, or the Ontario Business Corporations Act, it is not necessary to have a seal. From a marketing standpoint it is somewhat impressive to use a seal when negotiating important contracts. Keep in mind however that their may be different legal ramifications when using a seal…be sure to consult with your lawyer. In some industries it is still common practice to use a seal. Also, some countries such as China may still use a seal and it may be necessary if you are conducting some international business with countries that still use metal seals.
An Incorporated company is required to record Shareholders’ and directors’ resolutions, details of shareholdings, transfers of shares, and other information as set out in the Business Corporations Act, and this may be done in a bound or loose leaf binder, or any method of mechanical or electronic storage device. The most common product is the Legacy Minute book kit.
You can still sell to someone in B.C. The issue is: would you be considered doing business in B.C.
Each province has its own criteria, such as having a location, running yellow page ads, white page listing, etc. If they came to you through the internet or referral for example you may not meet B.C.’s definition of doing business in their province.
Both corporate structures give you the advantages of limited liability, continual existence, tax advantages over individual taxation, and the ability to change the structure of the directors/officers without having to restructure the corporation.
There are three distinct advantages of federal incorporation if it applies to your business
A. Corporate name protection is second only to Trademark Protection. The corporate name is protected across Canada.
B. The ability to trademark your business name is more likely.
C. The ability to register your incorporation in each province.
Usually it is larger companies who view the importance of federally incorporating. If you believe your business will expand, requiring registration in two or more provinces, you may want to consider a federal incorporation.
This may depend on the name you wish to incorporate. The name you desire may be fine on a provincial level yet fail on a federal level. Therefore depending on the number of Searches required – Federal may in fact end up costing more than an Ontario Corporation. Federal corporation currently have yearly filing fees, therefore they are currently more expensive in the long run.
We provide a loose leaf minute book in a 3 ring binder with a slipcase. It has bylaws, share certificates, and a register for officers and directors. These are the organizational tools for your corporation. Some form of organizational tools are required although the corporate seal is not mandatory under the Canadian or Ontario corporations Acts or by banks.
A lawyer can advise you on legal aspects such as whether or not you should be incorporating in the first place. A lawyer can also draft up complex articles, take advantage of estate planning and draft up shareholder agreements as well as provide other useful legal advice and related legal services. It is a good idea to consult with a lawyer at the onset of any business venture. When your situation doesn’t involve the complexities involved with some incorporations you will find your lawyer will suggest using a simple, fast and inexpensive service like ours. Lawyers often send their clients to use our services when the situation is relatively simple.
Even though using a numbered corporation is advantageous since it avoids the delays and expense involved in searching and reserving a corporate name, it is not suited to everyone's needs. In particular, a numbered corporation is not informative in that it does not describe the business in any way. This is one of the major considerations that people take into account when they decide on a corporate name. Moreover, having a numbered corporation may lessen the prestige and credibility associated with your business.
If you decide to incorporate a named corporation using our services, then we will obtain on your behalf the appropriate Nauns report that must be included with the Articles of Incorporation.
Numbered Corporations have the advantage of sounding generic, allowing for several divisions without sounding strange.
Typically, most jurisdictions require the filing of Articles of Incorporation and the statutory government incorporation fees. The Articles of Incorporation will be processed by us following your filling out the order form.
Furthermore, if you choose to incorporate a named corporation, you will be required to file a "name search" report with the Articles of Incorporation.
Please note that although you no longer need a seal to open your bank account you will need proper I.D.
Keep in mind most Canadian banks require all directors to be present when opening a corporate Bank account.
In Ontario, if the corporation has one director, he/she must be a resident Canadian. If the corporation has two directors, one must be a resident Canadian. If the corporation has three or more directors, the majority must be resident Canadians.
For Federal Corporations more than 25% of your active directors must be Resident Canadians. In addition directors must be over eighteen years of age, be of sound mind, and must not be in a state of bankruptcy.
The Canadian Business Corporations Act defines a resident Canadian as an individual who is:
(a) A Canadian citizen ordinarily resident in Canada.
(b) A Canadian citizen not ordinarily resident in Canada who is a member of a prescribed class of persons, or
(c) A permanent resident within the meaning of the Immigration Act and ordinarily resident in Canada for more than one year after the time at which he first became eligible to apply for Canadian citizenship.
The most advantageous characteristic of a corporation is its limited liability. This means that a shareholder, with certain exceptions, is not liable for any act, default, obligation or liability of the corporation, but the words “Limited,” “Limitee,” “Ltd.” “Ltee,” “Incorporated,” “Incorporee,” or “Inc.”; “Corporation” or “Corp.” must appear in the names of all corporations. From our client base “Inc.” is most popular- All are used in everyday industry. Keep in mind that once you choose one legal ending you can not interchange it with another. For example, if you pick “Limited” you can not abbreviate it by using “Ltd.”
Your business name should be distinctive and yet accurately describes the type of business you intend to carry on, for instance, the name of an individual combined with a descriptive word, a coined word in combination with a descriptive word, a distinctive geographic name with a descriptive word, or the full name of an individual. All proposed names must include the words “Limited” or one of the other terms indicating limited liability. (“Limited,” “Limitee,” “Ltd.” “Ltee,” “Incorporated,” “Incorporee,” or “Inc.”; “Corporation” or “Corp.”)
Yes. Once you complete our forms we will submit the executed Articles of Incorporation, the necessary approvals, name search forms, and relevant government fees on your behalf. The Ministry of Consumer and Commercial Relations will electronically stamp and return the Articles together with a Certificate of Incorporation to us. The Articles and other relevant documents will be forwarded to by email as well as by courier if a minute book is ordered.
Yes, you may amend the articles to change the corporate name or make fundamental changes to the Articles, usually by a special resolution at a shareholders’ meeting for which proper notice has been given. You must file articles of amendments with the Companies Branch for Ontario Corporations and Industry Canada for federal corporations. A government fee will apply.