Incorporation in Canada

Choosing a Name

This task is often more difficult than it seems. Your business name will not be accepted if it is identical to one used by another company in Canada (if you are doing a federal incorporation), or in your jurisdiction (if you are incorporating in a province or territory).

Your business name may also be rejected if it is considered “deceptively similar” to one already used by another company or competitor — “Tom Horton’s Coffee and Bagel Shoppe Inc.” would almost certainly fail (even if your birth name is Tom Horton) because it is too similar to Tim Hortons Inc., the iconic Canadian coffee shop chain.

Lawyers and business consultants have always recommended you should try to come up with a name that is both distinct and accurately describes your business. With huge numbers of new businesses being formed every year, that objective is more important than ever.

You may be tempted to use your personal name as the business name: John Smith Gift Baskets, Inc. That is probably fine if your business is local and you are well-known locally; your name as the business identifier may not be a great decision if you are not famous and your ambition is to do business province-wide, or even further afield.

Invented names, like Xerox, may be a tempting option, but it takes a lot of time and effort to reach a point where the public “recognizes” the name and knows what products or services are provided by the company. Indigo, the largest book retailer in Canada, recently spun-off a new company to sell e-books online. The company name, Kobo, is “book” with the letters shuffled and is “clever” but tells you nothing about the business. Indigo has the marketing clout and together with its partners in Kobo it has the financial resources to establish the name as a recognizable brand. You and I probably do not have those resources.

Concentrate on a name which helps identify what your business offers. John Smith Print Consulting Ltd is a lot more descriptive than John Smith Consulting Ltd.

Draw up a list of four or five names you think would be appropriate for your business, because when you start the incorporation process the initial step will be to get approval for the name.

Corporate Name Rules

You need to select the name of the corporation you wish to incorporate, or you may opt for a numbered corporation (such as 123456 Canada Inc. for a federal numbered company or 12345 Saskatchewan Inc. for a provincial corporation).

Provincial Name Rules

In Alberta, British Columbia, Manitoba, New Brunswick, Newfoundland and Labrador, Ontario, Prince Edward Island, and Saskatchewan, a corporation′s name must end with one of the following:

  • Limited
  • Limitée
  • Incorporated
  • Incorporée
  • Corporation
  • Ltd.
  • Ltée
  • Inc.
  • Corp.

and a corporation′s name may be in English or French or it may have a version in both languages.

A Quebec company′s name must end with one of the following:

  • compagnie
  • corporation
  • inc.
  • ltée.

and a Quebec company′s name must have a French version in addition to any other language (including English).

Nova Scotia has some different rules. If you wish to incorporate in Nova Scotia, you must first decide which of three types of company you want to incorporate:

  1. a Limited company by shares (limited liability company)
  2. a Limited company by Guarantee
  3. an Unlimited Liability Company

The first type of company (limited liability company) is what we think of in other provinces as a corporation. If you are interested in incorporating the second or the third kind of company in the list above, you should seek legal and accounting advice; these specialised forms of company are not covered here.

A Nova Scotia company′s name must end with one of the following,

  • Limited
  • Limitée
  • Incorporated
  • Incorporée
  • Ltd.
  • Ltée
  • Inc.

and may not have the words “Royal” or “Imperial” as part of its legal name. As in other provinces, Nova Scotia allows numbered companies and a company′s name may be in English, or French, or it may have a version in both languages.

Federal Name Rules

A federal corporation′s name must end with one of the following:

  • Limited
  • Limitée
  • Incorporated
  • Incorporée
  • Corporation
  • Societe par actions de regime fédéral
  • Ltd.
  • Ltée
  • Inc.
  • Corp.
  • S.A.R.F.

and a federal corporation’s name must be in English or French, or it may have a version in both languages. If you are conducting your principal business operations in Quebec, it is preferable to select a French name in addition to any English name.

Number or Name?

Unless your decision is to use a numbered company, choosing your corporate name can be difficult, so allow yourself some time.

A federal or provincial corporation may be assigned a number as its legal name (for example, 123456 Inc.). If you elect to incorporate as a numbered company, the number is issued to you immediately and you can obtain the Articles of Incorporation. The numbered company may then register a trade name and make itself known to its customers as doing business under the trade name — the company may use its trade name for exterior signs, business cards, letterhead, and similar devices. However, the company must be identified by its actual name (i.e., the number followed by the provincial name, such as 123456 Manitoba Inc. or Ltd., or followed by Canada Inc. or Ltd. for federal incorporations) for all formal and legal matters and relations (for example, contracts).

If you wish to incorporate a named company, choosing that corporate name can take some time. You need to have a NUANS search done, to identify possible conflicts with the name you want to use. When a name is approved via the search, it will be reserved for you for a period of time — typically between 50 and 90 days — and this becomes the time within which you need to take the remaining steps to incorporate.

We provide links to service providers and information about those services in the Resources page at the end of this article.

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