In commerce there are a number of different types of names, these include: Legal Names, Corporate Names, Registered Business Names, Domains, Trade Names, and Trademarks. The proper use and registration of these names is important to ensure a business is properly protected.
Legal Names and Corporate Names
If you are incorporated, you will have a corporate name which will be set out on your corporation’s Articles of Incorporation. This is the corporation’s legal name. Each person also has a legal name. Business corporations must comply with certain naming requirement under the Business Corporations Act (Ontario) (“OBCA”) and the Canada Business Corporations Act (“CBCA”). For example, a business corporation must include one of the following legal elements: Limitée, Limited, Incorporée, Incorporated, Société par actions de régime fédéral, Corporation, Ltée, Ltd., Inc., S.A.R.F., or Corp. Some examples of corporate names are:
- 12345678 Ontario Inc.
- John Smith Law Professional Corporation
- Canada Broadcasting Corporation
- Canada Post Corporation
- Acme Widgets Ltd.
You can always use this business name on anywhere, including advertising and marketing materials. Please note that a corporation carrying on business under a registered business name must set out both the registered business name and the corporate name on all contracts, negotiable instruments, invoices, orders, etc. involving goods or services provided by the corporation.
Extra Provincial Registration
A corporate name must also be registered in each province and territory where you operate. Provincial and territorial legislation requires you to register your corporation in each province and territory in which it will conduct business. More information can be found at this link. Every province has a different definition of what is means to conduct business. The above link contains link to the rules that each province has in place. If you are an Ontario corporation, you do not need to register in Ontario. However, if you are a Federal Corporation, you will need to complete an extra provincial registration in Ontario.
Registered Business Names
A corporation cannot carry on business or identify itself to the public by a name other than its corporate name unless the name is registered under the Business Names Act, R.S.O. 1990, c. B.17 (“BNA”). Pursuant to the BNA, the Corporation may not carry on business or identify itself to the public in Ontario by a name or style other than its corporate name unless such business name is first registered with Ontario’s Ministry of Consumer and Business Services. A Business Name can be registered using the following link. A person (sole proprietorship) or partnership operating under a name other than their legal name or names must also register their business name. More information is available here. For example, I operate under ‘Pawlina Law’ and not ‘Karol Pawlina’. Therefore, I had to register ‘Pawlina Law’ as a business name. If I had a partner named John Smith, we could operate under the name ‘Karol Pawlina and John Smith, a partnership’ without registration. However, if we operated under ‘Pawlina-Smith Law’ we would need to register the name.
This registration operates as notice to the public of the entity carrying on business but does not confer upon the corporation any right to such name that the corporation does not otherwise have. Meaning, just because someone registers a name, it does not mean they have rights to use that name. For example, someone else registering ‘Pawlina Law’ does not give them a right to operate as ‘Pawlina Law’. Rights to use a name are developed by exclusive prior use, meaning you are the first and only person to use the name in commerce.
Anytime a name is used on signage, business cards, and other similar advertising that is not a corporate name or legal name is must be registered. At times, businesses will use the acronym dba meaning ‘doing business as’. Some possible examples business names include:
- Orange Banana Fruit Stand
- 12345678 Ontario Inc. dba Orange Banana Fruit Stand
- John Smith Law
- Canada Post
- Acme Widgets
- Pawlina Law
- Pawlina-Smith Law
Registration of a business name under the BNA is effective for five years from the date of registration and costs $60.00. If there is a change in any information set out in a registration, the registrant must register an amended registration showing the change within 15 days after the change. You must also notify the Canada Revenue Agency of your new operating name. This can be done online at the link.
Legal Names Must Appear on Contracts, Negotiable Instruments, Invoices and Orders
Again, please note that a corporation, partnership or person carrying on business under a registered business name must set out both the registered business name and the corporate name or persons name on all contracts, invoices, negotiable instruments and orders involving goods or services issued or made by the person.
Domain names are websites. For example, www.pawlina.ca is a domain name. Depending how domain names are used, they can be a business name which has to be registered. For example, if I prominently and only displayed www.pawlina.ca on my business cards, letterhead, and advertising, I would only register ‘www.pawlina.ca’ as a business names instead of ‘Pawlina Law’. Using a domain name as a business name has fallen out of use in the last decade, since Y2K. However, if your business is an e-commerce company, using a domain name as a business name or trademark may be helpful.
A Trade name is defined in the Trademarks Act which defines a trade name as a name under which any business is carried on, whether or not it is the name of a corporation, a partnership or an individual. A trade name can be a corporate name, legal name, business name, domain or trademark.
A trademark is a combination of words, letters, designs, or sounds that differentiates one company’s goods or services from others in the marketplace. Usually, businesses obtain trademark protection for their business name, and any product, service, logo or slogan.
A corporate name, business name, and domain name can all be trademarks. Trademarks can be registered with the Canada Intellectual Property Office. More information can be found here. By registering your trademark, you protect it under law from misuse by others, and you gain exclusive rights to use it throughout Canada for 10 years (a term that you can renew). As a registered trademark agent, I can help you register your trademark with CIPO.
Properly using and protecting business names is complex. Pawlina Law can assist you with reviewing your business name portfolio and ensuring you are compliant with the various rule that govern business names. Please do not hesitate to contact us to see if we can help.