Did you know a lot goes into naming your corporation? For companies just starting up it is one of the first decisions that needs to be made. For established companies that are rebranding or re-organizing it can be an equally important decision. Here Andrew Brown, one of our corporate & commercial lawyers, explains the difference between a corporation name, a registered business name, and a trademark.  We share information that will help you understand the process for naming or renaming your corporation in Canada.

It might feel like an overwhelming exercise. We often receive questions from people wondering whether their desired name will be available for use, whether changing the name of their existing corporation will have repercussions, and what the difference is between a corporation name, a registered business name, and a trademark. We aim to answer those questions, and more, in this article.

CORPORATION NAMES, BUSINESS NAMES, AND TRADEMARKS

Before describing the process of naming, or renaming, a company it is important that we specify what we are speaking about. There are three main ways that companies register and protect their name: 1) Corporation Name 2) Registered Business Name and 3) Trademark.

“Corporation name” refers to the full legal name of a corporation. This name is written on the articles of incorporation of each corporation, which is much like a birth certificate of the corporation. It is mandatory to use the corporation name in all of the corporation’s contracts and invoices.

“Registered business name” refers to separate business names that companies can register provincially. These are sometimes called “Doing Business As” names, “Operating As” names, or trade names. Corporations and individuals can register as many “registered business names” as they like, which opens the possibility of one corporation having multiple brand names registered and protected provincially. Business names have less protection than corporation names.

“Trademark” or “wordmark” refers to a name that is registered pursuant to Canada’s Trademarks Act. Corporations and individuals can register as many trademarks as they like. Trademark protection is unique because it can offer Canada-wide protection of a business’s name in relation to specific goods and services associated with that particular trademark. It is more costly and takes much longer to obtain than the other names listed above, however it also provides the most protection when it comes to that name in relation to the goods and services that it is associated with.

This article is about “corporation names”.

3 PARTS TO CORPORATION NAMES

When you first form your corporation you are given a choice of either being issued a numbered name or choosing a word name for your corporation. Let’s understand the difference between the two options:

• If you do not have a specific name in mind then you can incorporate a company and have the corporate registry issue your company a number (they choose the number). For example, the company name would end up being something like: 1234567 BC Ltd. if it’s incorporated in British Columbia, or 12345678 Canada Corp., if it is incorporated as a federal corporation. We call this a “Numbered Company”.
• If you want a specific name for your company then you can choose the desired name for your corporation, provided such name is available for use. For example, Cedar Brewing Inc..

The first step in naming or renaming your corporation using a word name is to decide what the name will be. Each corporation name needs 3 parts:

• Distinctive Element

Your desired name must have a distinctive element, which makes your name unique.

e.g. in the name ‘Cedar Brewing Inc’ – Cedar is the distinctive element

• Descriptive Element

Your desired name must have a descriptive element, which must indicate your business activity to your potential customers. Typical descriptive elements include “holdings”, “ventures”, “management”, “services”, “products”, “sales”, “solutions”, etc.

e.g. in the name ‘Cedar Brewing Inc’ – Brewing is the descriptive element.

• Suffix to the name

If you have decided the other two, then this is the easiest part (but it is also mandatory), i.e. choosing a legal ending. You can select any one legal ending from the below options. They all have the same meaning and the same legal effect, so it’s just a question of personal preference: Ltd., Limited, Inc., Incorporated, Corp. and Corporation.

CHOOSING YOUR CORPORATION NAME

Here are some factors that you should consider when choosing your corporation name:

• First choose where you are going to incorporate your company – you can incorporate in any of Canada’s provinces or territories, or you can incorporate under federal Canadian laws. You need to choose where you are incorporating first because the name reservation process is different for each jurisdiction.
• Choose a name for your corporation after considering the above mentioned elements. It is suggested to have at least three names ready in the order of your preference so that if the first name is not available then the availability of the second or the third name can be checked.
• Do a google search to see what comes up when you type in that name.
• Search the name in other databases to see what comes up. For example, search Canada’s trademark database, search a domain name provider to see what domains are available, and search this partial database of Canadian business registries.
• If you are having a really hard time finding a name then look for a free name generator online. Just make sure that the name you choose goes through the vetting process listed above.

RENAMING YOUR CORPORATION

A corporation can change its name anytime after incorporation by amending its Articles of Incorporation. This might be done for many reasons, like changing a numbered name to a desired word name, rebranding of your business, change of management, change of business activity, etc.

The process of deciding a new name for your corporation is similar to naming your corporation at the time of its formation, however, as your corporation has been existing and (probably) carrying on business with the existing name for some (or a long) time, it can be logistically challenging.

You will need to get shareholders approval to amend the Articles of Incorporation, give notice to your stakeholders (like suppliers and customers), and update various statutory bodies to change the name of your corporation in their records. You may also need to get consent in some cases, like from lenders. You will also need to notify your bank of the changes. Ordering new stationary with the new name can also add to the costs.

If you are planning to rename your corporation for the purposes of building a new brand, or to give your business a new identity, then you may want to consider another option which is not only cheaper, but also is quicker and easier- i.e. registering a business name. This will help you build a separate brand without changing the  corporation name. You can use the registered business name in your marketing and on your contracts you would write, for example, “1234567 Ontario Inc. doing business as “Joe’s Ice Cream”.

Reserving Your Chosen Name

When you’re ready to move forward with your chosen name, you’ll need to take the steps that your governing jurisdiction requires to secure that name. For example, Federal incorporations are required to have a Nuans Name Reservation report ready, and they’ll need to provide their Nuans Reservation Number on the incorporation application form. In BC, you can submit your name request online through the government, or get help from a professional. Sometimes the wait times to receive your approval can be quite long, but you can pay extra for a rushed order.

We hope this articles gave you a better understanding of things to consider when naming your new or existing corporation. It’s a big decision, especially if you want your name to stand out, so take the time you need to think of the new name for your company!

Written by: Andrew Brown (Posted: February 2023)