The Structure

The business structure you choose will determine the way in which you establish your business name.  Before deciding on a name you must first decide whether your business will be a, Sole Proprietorship, Partnership, Corporation, or a Co-operative as this could affect what the name of your business will be.

Unincorporated Business Name (Master Business License)

If you choose to register a business, the name you have chosen must be registered before you begin using it.  Upon registration you will receive a MBL (Master Business License), this license is proof of your business name registration to present to a financial institution or with other business related transactions with the Government of Ontario.

Incorporated Business Name

Some entrepreneurs choose to incorporate (rather than register) because it provides for greater name protection under the law.  If you choose to incorporate your business, you will also have to choose its jurisdiction: federal or provincial.  There are both advantages and disadvantages to incorporation. 
See Incorporation Information

A Corporation, like a person, must have a name, but unfortunately it is not as easy to pick a name for a corporation as it is for a new baby.  When you select a name for your corporation, you must consider certain definite factors, the most important one being that the name must be acceptable to the Governing Jurisdiction.  In broad terms, they will approve any name that is not identical to any existing corporation names; however, the principals of a corporation assume the risk and responsibility of the name conforming to the law.

Elements of a Corporate Name

Most corporate names consist of 3 elements:

1. The DISTINCTIVE element is the main identifier of the corporate name. It may be a coined word of a dictionary word used in a fanciful sense quite different from its ordinary meaning or a geographic term.  Every corporate name must have a distinctive element.
2. The DESCRIPTIVE element describes the nature of the main corporate undertaking.  Care should be taken not to use terms that may be misdescriptive or misleading.
3. The LEGAL element indicates the status of the organization as an incorporated body.  Either "Corporation" or "Incorporated" or "Limited" or the abbreviations may be used. ("Corp.","Inc.", or "Ltd.")

Name not to be too General

The reason for this prohibition is that corporate names that are too general tend to infringe on a number of existing names, are likely to contribute to confusion and unduly restrict or limit the possibility of using names in the future that otherwise would be available to the public except for the existence of the name that is too general.

Name not to Suggest Connection with the Crown

The consent of the Secretary of State, Canada, has to be obtained by applicant where the word "Royal" is used as a prefix in a corporate name and where it suggests Royal Patronage.

Name not to Suggest Connection with Government

A corporation shall not be given a name that suggests or implies connection with any government or a government department or agency without the written consent of the appropriate authority.  In this connection particular attention should be given to the use of the words "Canada" and "Ontario".

Use of the Name of Another Province

Certain other Provinces restrict the use of the name of their Province in a corporate name.  Accordingly, where it is desired to use the name of another Province in a proposed corporate name, the incorporators must obtain the consent (in writing) of the Province in question.

Name Not Using Other's Family Name

A corporate name shall not contain a word or expression, an element of which is the family name of a particular individual, who is living or who has died within the previous thirty years whether or not preceded by a given name or initials, unless the individual, his heir, executor, administrator, assigns or guardian consents in writing to the use of his name.

Prohibited Words / Expressions

The following words and expressions cannot be used in a corporate name:

1. "Amalgamated", unless the corporation is an amalgamated corporation resulting from the amalgamation of two or more corporations.
    
2. "College" "Institute" or "University" except with a consent in writing on behalf of the Ministry of Education and Training.
    
3. "Engineer" or "engineering" or any variation thereof, except with the consent in writing of the Association of Professional Engineers of the Province of Ontario.
    
4. "Housing", unless the corporation is owned by, sponsored by, or connected with the Government of Canada, the Government of Ontario, or a Municipal Government in Ontario.
    
5. Numerals indicating the year of incorporation, unless the proposed corporation is the successor to a corporation the name of which is the same as or similar to the proposed corporation, or, the year is the year of amalgamation of the corporation.

When is Name of Dissolved Corporation Available

The Ministry will not grant a name that is identical to the current name or former name of another corporation operating in Ontario whether active or not, unless it has been more than ten years since the other corporation dissolved or changed its name.

Languages Permitted in the Corporate Name

You can set out your corporate name in an English form and a French Form, or a combined English and French Form, and it may be legally designated by any such name.  Only letters from the English alphabet or Arabic numerals or combination thereof, together with the necessary punctuation marks, may form part of the corporate name.

You must order a NUANS® Report to match the Corporate Structure chosen:

                     Federal Incorporation - Federal Biased NUANS®
 
                     Ontario Incorporation - Ontario Biased NUANS®

           *Note: You cannot use an Ontario NUANS® report to
                       incorporate a federal company.   A new report would be
                       required.
 

What can happen with an unacceptable name?

If you incorporate a corporation using an unacceptable name, you may afterward be required to change the corporation name. This can be costly requiring replacement of all signage, stationery, business cards, etc. You may also lose the benefit of any goodwill established by the corporation during use of the prohibited name. Furthermore, you may be liable for damages to any entity claiming harm by reason of your use of such prohibited name.

Cityfax renders no opinion as to the appropriateness of any name chosen by you through this service.

Each corporation is required to have one of the following words as part of its name:

Limited

Ltd.

Incorporated

Inc.

Corporation

Corp.

One of these designations must be included in each of the three (3) names chosen.

Cityfax will confirm whether or not one of the names chosen may be allowed. The name (s) chosen will not be allowed if identical to another corporate name already in use, confusingly similar to a corporate name already in use or if prohibited by the jurisdiction regulating the corporation. If available, the first name choice is used as the name of your corporation. If the first choice is not available, the second choice is used if it is available. If both the first and second choices are not available, the third choice, if available, will be used as the name of the corporation.

Where all three (3) names are not available, a Cityfax Service Representative will contact you and request the following:

1. Where all three (3) names are the same as that of another known entity and/or do not comply with government regulations, that you provide three (3) alternate names. An additional fee will apply.

2. Alternatively, you can elect to proceed with a numbered corporation, (no refunds are provided in the event of such election).

3. In the event that one or more of the names are not the same as that of another known entity and comply with government regulations but are potentially confusingly similar to the name of another known entity, that you authorize us to proceed with the potentially similar name or alternatively provide three (3) alternate names.
An additional fee will apply if you elect to provide three (3) alternate names.

  * Order NUANS® (3 Name) Pre-Search (secured)
  * Order NUANS® Report (secured)

* NUANS® is a registered Trademark owned by Industry Canada