Except as provided in subsection 2 and section 10, no corporation may acquire a name identical to the name or former name of another body corporate, whether in existence or not unless, a the body corporate was incorporated under the laws of a jurisdiction outside Ontario and has never carried on any activities or identified itself in Ontario; or b at least ten years have elapsed since the body corporate was dissolved or changed its name. Note: that although a Federal corporation with an identical name to a proposed Ontario corporate name may not be currently operating or active in Ontario it is entitled to commence activities in Ontario at any time in the future.
Incorporators who incorporate with the same or similar name are therefore assuming the risk of an objection to their corporate name, which may result in a name hearing under section 12 of the Business Corporations Act. Before the name can be duplicated under Subsection 6 2 , Central Production and Verification Services Branch requires that a legal opinion accompany the articles being filed. The legal opinion must be on legal letterhead and must be signed by an individual lawyer not a law clerk or law firm.
It must also clearly indicate that the corporations involved comply with Section 6 2 by referring to each clause specifically. Under Section 10 of the Regulations the name of a corporation formed by the amalgamation of two or more corporations may be identical to the name of one of its amalgamating corporations, if the name is not a number name.
Corporation names can be duplicated only if the name is not a number name and only in the case of an amalgamation, or where the corporations comply with S. All other instances prohibit the use of a name for a corporation that is identical to the name or former name of another corporation, whether the corporation is active or not S. In order to acquire a name that is not identical, the name may be varied by the addition or deletion of words, numerals, or initials, or by substituting one of the other required legal elements or their corresponding abbreviations.
The addition or deletion of punctuation marks or other symbols is not sufficient to make the name different for the purposes of the Act S. Note: that under the Business Corporations Act , incorporators are responsible for ensuring that Articles conform to law.
Under the policy of Endorsement as of Right, the Branch does not review proposed corporation names for similarity to any other name. A corporation that acquires a name similar to that of another corporation may be subject to a names hearing under Section 12 of the Business Corporations Act or a lawsuit. If an applicant wishes to incorporate with a number name, a name search is not required. A corporation may carry on its business activities under a name other than its corporate name, provided that the name is registered under the Business Names Act.
The directors shall manage or supervise the management of the business and affairs of the corporation. The board of directors of a corporation must consist of at least one individual, and in the case of an offering corporation, not fewer than three individuals S. The Articles of Incorporation may set out a fixed number of directors or a minimum and maximum number of directors floating board , but each director must be at least 18 years of age S.
Note that all business corporations must be authorized to issue shares. When Articles are filed with the Central Production and Verification Services Branch they are endorsed with a certificate and are effective on the date set out in the certificate. Articles cannot be endorsed until all requirements under the Business Corporations Act have been met under the policy of Endorsement as of Right. An effective date of up to 30 days later than the earliest date the Articles can be endorsed may be requested in writing on a cover letter using bold or highlighted letters , upon submission of the Articles to the Branch.
Our online incorporation form breaks down the incorporation process into a step-by-step questionnaire for you to fill in at your convenience. Once you have submitted your information, we will review your incorporation documents for accuracy before filing your Articles with the government.
You will receive confirmation when your registration is complete. We provide information and software and you are responsible for appropriately using this material. All Rights Reserved. Create Free Account. What are you looking for? Start incorporating your business today Where are you incorporating your business? You basically have a few options when starting a business: Sole Proprietor If you go into business by yourself, you can operate as a sole proprietor.
This is a simple structure and the least expensive option. However, with a sole proprietorship, you are personally responsible for the debts and liabilities of the business. You will also pay income tax on your earnings at your personal marginal tax rate in the same year you made the money. So, the potential liability and tax burden is typically higher. General Partnership If you go into business with others, you can operate as a general partnership.
The same considerations apply as above. You will also generally be personally responsible for the debts and liabilities of the partnership whether you created them or not. This means that if your partner borrows money, buys equipment on credit or rents office space, you are personally on the hook as well.
Incorporation Whether you go into business by yourself or with others, you can incorporate a company. A corporation is a separate legal person at law with all the rights and privileges of a natural person. It can own property, enter into contracts and carry on business. Tax Advantages The small business deduction The small business deduction effectively lowers your corporate tax rate to about There are certain eligibility requirements for the small business deduction.
Keep in mind that this is a deferral only meaning that once you pull money out of your company it becomes your personal income and is taxed at the marginal tax rates on your T1 return. In other words, you will not have a to pay capital gains tax on the proceeds of the sale up to your lifetime exemption limit of approx.
As with the small business deduction, there are certain eligibility requirements. Generally speaking, the exemption is available on sale of shares by an individual who has held the shares for at least 24 months.
You can read about some of the other eligibility requirements here. Limited Liability A corporation is considered a separate legal person and can enter into contracts, borrow money and own property. Should I incorporate Now or Later?
Should I incorporate Federally or Provincially? However, there are a few differences to consider: Name protection You may get more name protection across Canada with a federal company. Price Ontario corporations are more expensive initially, but Federal corporations may be more expensive in the long term. Accordingly, the initial cost savings of a federal corporation will be offset by the additional ongoing annual return filing over time.
A corporate name generally has three parts: Distinctive Element This is the unique part of your name i. Not all company names have a descriptive element, but it can help distinguish your company if similar names are out there. Legal Element This refers to one of the permitted legal endings. From a legal perspective in Ontario, there is no difference. They all take you to the same place — an incorporated company. FYI — Inc. You can see this breakdown in the sample below:.
What is the Difference between a Business Name and a Trademark? In the corporate context, this is especially common for numbered companies i. Trademark A trademark is a combination of letters, words or designs that can be registered with Industry Canada. The entire trademark process can take approx. Keep in mind that a Canadian trademark registration only offers you protection in Canada.
Check out our blog article on registering trademarks. This is a common question. Basically, Shareholders Shareholders own the company receive dividends or build equity if things go well. When you go to sell your business, the equity shareholders will be entitled to the proceeds of sale of the business based on their proportionate holdings. The shareholders elect the directors to manage the business and affairs of the company the people who sit around the board room table discussing the bigger picture.
Directors Directors are responsible for managing or supervising the management of the business and affairs of the corporation. They essentially make the big decisions such as whether to raise capital, issue shares or declare dividends. Keep in mind that a shareholders agreement can remove certain powers from the directors and put it in the hands of the shareholders. Officers Officers are appointed by the directors to run the day to day business. The officers are the people on the street carrying out the marching orders.
We will process filings upon receipt from customers or from MOF if applicable within the service standards set out below. Please refer to Notice - Filing Methods and Requirements for more detail. As of November 1, , ServiceOntario no longer provides microfiche. All documents on the requested microfiche will be provided to customers in a PDF document via email.
The requirements for different types of businesses, including business corporations, not-for-profit corporations and unincorporated businesses operating under business names, are set out in the following acts:. To have a better experience, you need to: Go to your browser's settings Enable JavaScript.
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