According to Ontario’s Business Names Act, which came into effect in 1991, all businesses, including those offering services that were previously exempt, must register their business name with the Companies and Personal Property Security Branch of the Ministry of Government Services. These include businesses such as consultants, barbers and hairdressers, as well as plumbers and other home and building contractors.
For your convenience we have made an overview of business registration procedure from the following governmental websites:www.mgs.gov.on.ca/ – Ontario Ministry of Government Services www.canadabusiness.ca/ – Canada Business – Services for Entrepreneurs www.serviceontario.ca/ – Service Ontario www.ontario.ca/economy – Ontario Ministry of Economic Development www.cra.gc.ca/ – Canada Revenue Agency
Who Must Register a Business?
The Business Names Act applies to all types of businesses that operate under a name other than the owner’s. If the name of your business is or will be different than your own name, it must be registered with the Companies and Personal Property Security Branch before you start using it. The law requiring you to register your business name with the Companies and Personal Property Security Branch applies to:
- sole proprietorships (one owner) carrying on business under a name other than the owner’s name
- partnerships carrying on business under a name other than the names of the partners (this does not apply to limited partnerships carrying on business under the Limited Partnerships Act)
- Limited Liability Partnerships (currently, only chartered accountants, certified general accountants and law firms can form a Limited Liability Partnership)
- Extra-Provincial Limited Liability Partnerships (currently, only chartered accountants, certified general accountants and law firms can form an Extra-Provincial Limited Liability Partnership)
- Extra-Provincial Limited Liability Companies (currently, only chartered accountants and law firms can form Extra-Provincial Limited Liability Companies).
- corporations carrying on business under a name other than their corporate name
- effective July 15, 1996, an existing General Partnership or Limited Partnership may register an additional business name
In the case of sole proprietorships and partnerships, any business name other than the owner’s name must be registered. For example, if John Smith conducts business as “John Smith”, he will not need to register the name. But if he operates as “John Smith´s Shoes”, he will have to register the name.
What Does Registration Do?
Registration places your business name on the public record maintained by the Companies and Personal Property Security Branch of the Ministry of Government Services. This allows consumers and business people to find the owners or the principals behind a business name. This sort of information is important to people trying to settle disputes. Anyone may search business name information contained on the public record during regular hours for a fee. Registering a business name does not give you exclusive use of the name.
Choosing a Business Name
Choosing the right name for your new business is an important decision. You want a name that will draw potential customers, help clients identify your company and build your business image. A name that is easy to remember and provides information about the products or services you offer is always a good choice. Make sure the name is not misleading or confusing in its description of the goods or services you will provide.
Is there something special about choosing a business name?
Yes, there is:
1) There are certain words or expressions that cannot be used:
- Words or expressions, in any language, that are obscene or objectionable in nature.
- Words that imply the business is a different type of organization. For example, you may not imply that a sole proprietorship is a partnership. You may not use numbers or words that imply the business name is a corporate number name.
- The words “college”, “institute” or “university” cannot be used without the written consent of the Ministry of Education, if using the word implies the business is a post-secondary institution.
- You may not use the words “limited”, “corporation” or “incorporated” or their respective abbreviations Ltd., Corp., and Inc.
- Words with restricted use under federal or Ontario laws.
- Words that imply the business is associated with the Crown or the Government of Canada, any province of Canada or any municipal government may not be used without the written consent of the appropriate authority.
- Names of individuals may not be used unless they have or had a material interest in the business activity and have given their written permission. If an individual is not living, and the name is used within 30 years of the date of death, the written consent of the estate must be obtained.
2) Business names must be registered in the Roman alphabet (English, French, Spanish, Italian, Latin, etc.) and may contain numerals.
3) Business names composed of characters from other alphabets must be translated and registered in a language using the Roman alphabet. A business name in a language other than one using the Roman alphabet may be used in advertising and signs, but the business name must also be displayed in a language using the Roman alphabet. For example, a business that registers its name in English may have letterhead or signs in Chinese characters as long as the English name is also displayed at the place of business.
4) The following marks may also be included in the name, but may not be used as the first character: ! ” # $ % & ‘ ( ) * + , – . / : ; > = < ? [ ] \ ^ ` .
When conducting a business name search, the Companies and Personal Property Security Branch will look only for the specific name requested. It is a good idea to request more than one search if you are interested in variations of a particular name. For example, “Smith’s Shoe Shop” and “Smith’s Shoe Shoppe” would require two separate searches.
An Ontario-biased NUANS search report is required to incorporate a business in Ontario. Private search houses, listed in the yellow pages of your local phone book under “Searchers of Records” will assist you. The New Upgraded Automated Name Search (NUANS) database is a Canada-wide corporate, business name and trademark registry. (A NUANS search report will display corporations, business names and trademarks which are similar to the name you have searched.)
The Business Names Act does not prohibit registration of identical names, but if you decide to use the same name or if you use a name that is confusingly similar to that of an existing business, it could result in a lawsuit.
Business name searches can be conducted in person at the Companies and Personal Property Security Branch public office during regular business hours or via the Internet.
The person registering the name assumes full responsibility for any risk of confusion with an existing corporation, business name or trademark.
You can get protection for your business name through a trademark. You should talk to your lawyer or contact Industry Canada (IC) for more information on trademarks.
The registrant of a business name who feels he/she has suffered damages because someone else used the same name or one that is deceptively similar can take legal action. The Business Names Act provides for payment of minimum compensation of $500 if damages are proven. Companies and Personal Property Security Branch staff cannot provide specific advice on name selection. If you are not sure about the use of a name, you should consult a lawyer.
No special powers
Registering a name does not give a business special powers. If you need licences, other registration or certification to run your business, registering your name does not exempt you from obtaining the necessary documents. It is up to you to learn what laws apply to your business. A lawyer or business consultant can help you do this.
Ontario Ministry of Government Services
MGS plays a very important role in the delivery of government services to the people of Ontario and is responsible for the government’s workforce, procurement and technology resources. The work of MGS impacts the life of every Ontarian. One of the MGS activities is to provide government information to businesses. You can access a wide range of information and services through our toll-free call centres, 64 walk-in Government Information Centres or online through Service Ontario.
Business Name Search, Registration, and Renewal
ServiceOntario’s Integrated Business Services Application is a flexible service that allows you to do the following:
- Search for business names that are already registered
- Register or renew your business name
- Get a Master Business Licence and, if eligible, apply for additional accounts with different government bodies
SEARCH A BUSINESS NAME
With the Enhanced Business Name Search, you can quickly find out if a business name has been registered with the Ontario government within the past five years. Searches can be done on exact business names, words in a business name or by the Ontario Business Identification Number.
It costs between $8 and $26, depending on type of report. You can pay online by credit card.
The Enhanced Business Name Search (online search results and reports provided) is available Monday to Friday, 8:30 AM – 6:00 PM. Searches cannot be performed outside of this time period or on statutory holidays, including Easter Monday, Simcoe Day and Remembrance Day.
There are four types of reports for the results of your search. Payment is required for each business name searched.
1) Detailed Business Names Report
A Detailed Business Names Report costs $8.
This report displays current information on the public record for business names registered or renewed within the previous five years, including information filed on amendments and cancellations
2) Certified Detailed Business Names Report
A Certified Detailed Business Names Report costs $16.
It is a certified version of the Detailed Business Names Report
3) Statement of No Match Found
A Statement of No Match Found costs $8.
This statement indicates that there is no record of the registration under the Business Names Act or a declaration under the Limited Partnerships Act for the searched Business name or Business Identification Number. Searches are available only for registrations or declarations dated within the previous five years. If the report is generated within 60 days of the business name’s expiration a rider detailing the expiration appears at the foot of the report
4) Certificate of Non-Registration
A Certificate of Non-Registration costs $26.
This is a certified version of the Statement of No Match Found
Note that search results will only include unincorporated business names
Registration and Renewal Process
In a single online session you can:
- Register or renew your business name
- Apply to the Ontario Ministry of Revenue for the Retail Sales Tax (RST) and Employer Health Tax (EHT)
- Apply to the Workplace Safety and Insurance Board (WSIB)
You will be asked to enter some basic information such as ownership type and contact information. Depending on your business, you may be eligible to register for other government accounts. Once you are finished you will receive a Master Business Licence, a profile summary of your registration, and a receipt.
Registering a new business name online is easy and fast with the Integrated Business Services Application. Business name registration applications can be submitted 24 hours a day, 7 days a week. You can register your business 24 hours a day, 7 days a week
The registration and renewal process costs $60 and is payable online by credit card.
Master Business Licences
A Master Business Licence (MBL) is an official proof of your business name registration. The MBL can be used as proof of business name registration at financial institutions and to facilitate other business-related transactions with the Ontario government.
Money-Back Service Guarantee
If you are registering a new business name online, you can request an electronic Master Business Licence (eMBL). You will receive your eMBL by e-mail in two business days – or your money-back. Please note that terms and conditions apply. The electronic Master Business Licence is a digital copy of the licence. It is sent to you by email in Adobe Portable Document Format (PDF). All other Master Business Licences, including business name renewals, are delivered by regular mail in 10 business days. There is a money-back service guarantee attached to new business name registrations
Where Do Businesses Register?
Business names may be searched and registered in person from 8:30 a.m. to 5:00 p.m. on normal business days, at:Companies and Personal Property Security Branch Ministry of Government Services Second floor, 375 University Ave. Toronto, Ontario M5G 2M2
(To reach the Companies and Personal Property Security Branch public office, take the escalator from the lobby of 375 University Ave. to the second floor)
The Companies and Personal Property Security Branch Helpline, an automated voice-response system, is available 24 hours a day to answer the most commonly asked questions. It is also staffed from 8:30 a.m. to 5:00 p.m. on normal business days. You can reach the Helpline through either of these numbers: (416) 314-8880 or toll-free in Ontario 1-800-361-3223.
Registering for the Goods and Services Tax
Business Registration Online, a program of the Canada Revenue Agency, enables businesses to register for federal programs including Goods and Services Tax/Harmonized Sales Tax, payroll deductions, corporate income tax and import/export accounts.
If your business is commencing after June 30, 2010, RST is no longer applicable and you will need to contact CRA to register your business for the HST. Visit the CRA website at www.cra.gc.ca/harmonization or call 1 800-959-5525 for more information regarding the HST.
To apply for CRA programs including Harmonized Sales Tax (HST), payroll deductions, corporate income tax and import/export accounts visit www.cra-arc.gc.ca/tx/bsnss/tpcs/bn-ne/bro-ide/menu-eng.html.
INCORPORATING YOUR BUSINESS
Business corporations may be incorporated under the Business Corporations Act by filing Articles of Incorporation together with required supporting documents and payment of the required fee. It is the responsibility of the incorporator to ensure that Articles of Incorporation are properly filed with the Ministry of Government and Consumer Services in accordance with the Business Corporations Act and conform to law.
Not-for-profit corporations may be incorporated under the Corporations Act by filing an Application for Incorporation of a Corporation without Share Capital, with supporting documents and payment of the required fee.
Incorporating offers certain advantages to the incorporators and their successors but at the same time it also places certain responsibilities upon them. Before proceeding with incorporation, you should give the matter serious consideration. In this regard you may wish to consult a lawyer who has experience in corporate matters.
You can incorporate your business federally.
Corporations Canada Online Filing Centre
ONTARIO BUSINESS INCORPORATIONhttp://www.ontario.ca/en/business/STEL02_163189
You can incorporate your business provincially in Ontario. Government of Ontario – Ministry of Government Services is dealing with all incorporation matters in Ontario.
The provincial government contracts this service out to a number of organizations. The fee is $300.00, plus a service fee that ranges from $40.00 to $130.00
In-Person or By Mail
Bring the following documents to a Land Registry Office or some ServiceOntario Centres or mail them to the address indicated on the form:
- Fee of $360.00
- Articles of Incorporation – Form 1
- Ontario-Biased NUANS (name search)
- Cover letter including contact name, address and telephone number
- Other supporting documents, if required, such as a legal opinion
- Articles of Incorporation (Form 1 under the BCA)
- Consent to Act as First Director (Form 2 under the BCA)
- Application for Incorporation of a Corporation without Share Capital (Form 2 under the CA)
Professional Corporations – Information Bulletin (link to Ministry of Finance) – http://www.fin.gov.on.ca/en/publications/2001/ibprof.html
Not-for-Profit Incorporator’s Handbook – includes pre-approved objects for not-for-profit charitable corporations – http://www.attorneygeneral.jus.gov.on.ca/english/family/pgt/nfpinc/
NUANS – information about obtaining search report required for incorporation and other corporate filing services – http://www.nuans.com/nuansinfo_en/home-accueil_en.htm
Applicable LegislationBusiness Corporations Act (BCA) Corporations Act (CA)