Study and Knowledge

1. What is a corporate name search or NUANS® search & report?

When you register a corporation, or say incorporate your company, either in Canada or any provinces/territories, you need a corporate name search report to be attached to your Articles. This name search report is technically called NUANS® Report. In order to incorporate a named company (as opposed to a numbered company), a NUANS® search must first be conducted to check the availability of the desired name. Once a NUANS® search is done, a NUANS® report is generated, which is to be presented to the government office along with other documents and payment for incorporation purpose. If the name you have selected is confusingly similar to another company's name or contains words that are not permitted, there is a good possibility that the government will reject your desired name.

NUANS® searches can be nationwide or specific to a particular province/territory. The NUANS® report is required by all provinces except Quebec, which has its own database. If you are incorporating a federal company that you wish to register in Quebec, you will have to perform both a NUANS® search and a Quebec name search. If you are incorporating a Quebec company, only a Quebec name search is required. Our service does not include Quebec name search and registration.

The produced NUANS® report is reserved in the system for 90 days, during which you have to get the name registered (incorporate your company with the name). Otherwise, the name will be expired. If you would like to use the name, you have to redo the name search and have the NUANS report produced one more time.

2. What do you know about Ontario incorporation?

If you think all your company branches or locations will be situated in the province of Ontario, you can choose to incorporate in Ontario. Ontario incorporation is governed by OBCA (Ontario Business Corporations Act), which probably is the legal area you are familiar with. In this case, you will save your time to manage your corporation. To incorporate in Ontario would let you avoid interacting with both federal government and provincial government at the same time in terms of its registration matters. Some people feel more comfortable with this point. When you incorporate in Ontario, please be aware of the following points:

• The address of the registered office shall be a physical address; a post office box is unacceptable.

• The majority of the directors must be Resident Canadians.

• The directors of the corporation have to be over 19 years old.

3. What do you know about Federal incorporation?

Federal incorporation is recommended when your business has permanent establishments, such as offices or warehouses in more than one provinces or territories in Canada. For example, your office is located in Ontario and warehouse is in Alberta. You should also consider a federal corporation when your business has international customers and suppliers due to higher prestige associated with federal corporations. Federal corporation also provides a lot more flexibilities when you apply for extra-provincial registrations in each province or territory.

The name for Federal corporation is used nationwide, and it has to be searched across the country. When you choose a name, please make sure it is very unique in the descriptive term (normally the first one or two words of the name). If not, the name may be rejected when submitted for registration. In this case, you have to choose another name. Money and time will be wasted for resubmission.

Federal incorporation offers many benefits, including

the right to use your name across Canada
limited liability
lower corporate tax rates
better access to capital and grants.

4. Do you need a Business Name/Trade Name and how to register?

Business Name is also called Trade Name, Operation Name, or Style Name in different places. It is a name registered under the name of an individual (Sole Proprietorship), two or more people (Partnership), or an incorporated company (Corporation). Business Name, in Ontario, is valid for five years after registration. You have to renew it before the expiry date, or otherwise it will be cancelled automatically.

When you want your business operated under a name other than your own name, partner's name, or corporate name, you need to register a Business Name. A Business Name can accurately reflect the nature of your business and therefore get recognized by customers easily. If you have different types of business under your name/partner name/corporate name, it will be a good idea to register a Business Name for each of them. Basically, your Business Name cannot be identical to the Business Name registered by another company unless you get approval or licence from the company to use it. To avoid possible lawsuit or complaint from other company (companies), you have to register a unique Business Name.

5. What and how can other searches help you?

Sometimes people may need to know the background of other companies, such as the owner(s), structure and type, pledging, litigation matters, business name(s) and bankruptcy; in addition, people may be interested in a trade mark registered in Canada. These searches are very important when you buy business assets or shares, join a company as a shareholder, director or a partner, sign a contract, or file a lawsuit/complaint against a company or individual, or explore the market of a specific product with/without the trade mark registered in Canada. For all these purposes the searches will help you greatly. The following points will help you consider which search(es) you may need:

• Corporate Search: shows corporate structure, directors, documents filed, status, and addresses of a federal or Ontario provincial corporation;

• PPSA Search: reveals any liens or interests registered in the Ontario government against a business or property owned by an individual, partnership, or corporation;

• Execution Search: gives information about pending or finished lawsuit in Ontario Superior Court of Justice against an individual, partnership, or corporation;

• Bankruptcy Search: discloses information about on-going or discharged bankruptcy of an individual, partnership, or corporation in Canada;

• Trademark Search: help you obtain the status of a trademark being registered in Canada;

• Real Property Owner Search: provides you with the information of the owner(s) of real properties.
(This information is for your reference only. It is in no way to be treated as the legal advice for your case. Please consult with a lawyer for any specific questions.)

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