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A Certificate of Status is sometimes called a Certificate of Compliance or a Certificate of Good Standing and in Ontario a Certificate of Status is issued by the Ontario Ministry of Government Services. All companies can obtain a Certificate of Status in the jurisdiction in which they have been incorporated.

There will be times when a company must prove to an institution of some sort that it is in good standing pursuant to the requirements under the Ontario statutes. A Certificate of Status provides this confirmation.

The Certificate of Status for an Ontario company will provide the name of the company, the Ontario corporation number issued by the Ministry of Government Services and its status whether it is or is not in good standing.

Ontario companies must file federal tax returns each year and if those returns are not filed for many years the federal government will eventually dissolve the company. If a company has been dissolved it will not be able to receive a clear Certificate of Status.

Ontario companies must file Ontario annual returns each year and if those returns are not filed for a number of years the company will be dissolved. You will not receive a favourable Certificate of Status if a company has been dissolved for non-filing of Ontario annual returns.

The government does not refund the money if a clear Certificate of Status cannot be issued. Basically it will issue a Certificate of Status that indicates the Ontario company is not in compliance and you will then need to file any outstanding returns and order a new Certificate of Status. A Certificate of Status is not cheap so if you know in advance you have not made your filings you should at the least ensure all Ontario annual returns are filed before ordering your Certificate of Status. If you have some outstanding tax returns but have not been dissolved then you will still receive a favourable Certificate of Status as long as your Ontario annual returns have been filed with the Ontario Companies Branch.

An Ontario Certificate of Status is not the same thing as an Ontario company search. If you are looking to find out information such as addresses, names of officers and directors of a company, etc., this would be considered a corporate search and an Ontario Corporate Profile Report should be obtained instead.

If your corporation is selling or buying property, is entering into a major contract, wants to register a car against the corporation, a Certificate of Status might be requested by the law firm, by the government or the bank involved. Any corporation might be asked for confirmation that it has made its proper filings and be requested to provide a Certificate of Status.

Resources for Canadian Business Owners provides information about Certificates of Status for Ontario Companies and other legal products including Ontario Company Searches.

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A Nuans name search is a paper document produced from the Canadian Nuans name search system which checks a proposed company or business name against all other registered company and business names across Canada including trade-marks.

The Nuans name search system maintains a database of all of the names registered in Canada including trade-marks, sole proprietorships, business names, partnerships, non-share and regular share companies. The system is mandated to keep track of all names registered provincially and territorial in Canada.

The Nuans name search report will show all names similar to your proposed name in order of importance. The first being the closest conflict to the name you wish to use. You can then decide whether your name is different enough from all other names before you register your name.

Nuans name search reports must accompany articles of incorporation when incorporating a company in the federal, Alberta, Ontario, New Brunswick, Prince Edward Island and Yukon jurisdictions of Canada.

Some provinces and territories have their own name search system and they do not accept the Nuans name search report. However, it is still advisable to do a preliminary name search through the Nuans system to ensure the name is available since the Nuans system records all names registered across Canada.

The jurisdictions which accept Nuans name search reports are as follows:

Federal

Ontario

New Brunswick

Yukon

Prince Edward Island

Alberta

Periodically the Nuans name search system will request the provinces and territories to provide a list of all new names registered in each of those provinces or territories where the Nuans report is not accepted and the list is added to the Nuans system.

You cannot incorporate a company with a name that is exactly the same as another name already registered. When you go to incorporate a company in Canada the government must first know if that name has been taken.

The Nuans name search report is also your way of determining whether there are additional conflicts to your name. The onus will be on you to look over the entire report and make sure you are not proposing to use a name that is even close to another corporate name or trade-mark since the owner of the name could still have a claim against you if your name is too similar and his or her company name has had a large presence in the marketplace for many years.

If you are incorporating a company in Alberta you will be required to provide an Alberta biased Nuans name search report and if you are registering a business federally you will be required to provide a Canada biased Nuans name search report. These reports are biased to the jurisdiction they represent but the report still covers all names registered across Canada.

There is no protection for business names in Alberta and Ontario so you can register a name exactly the same as any other business name that has been registered without obtaining a Nuans name search report.

This does not mean that you should just go ahead and register and name you wish. A preliminary name search should be done to ensure that you do not register an exact same name.

A preliminary name search can be performed by a registered search house. Preliminary name search results can be provided by email. An average person would not be able to pick up all the conflicts when performing a preliminary name search since nuans search houses are trained for this purpose.

Attend at Resources for Canadian Business Owners for a Free Incorporation Checklist and information about a Name Search Yukon.

The report that is generated from the Canadian Nuans name search system is called a New Brunswick Nuans name search report. This program’s purpose is to compare a proposed corporation name to all of the names in its database which are the names of all companies registered as of that date in all provinces and territories Canada with a few exceptions.

You will not be able to incorporate a company in New Brunswick without providing a New Brunswick Name Search Report along with your articles of incorporation. When you go to incorporate the New Brunswick government will compare the name you wish to use for your new company to all of the names on the New Brunswick Nuans name search and this will let the New Brunswick government know if the name is available for use.

If you wish to register a New Brunswick partnership or a New Brunswick sole proprietorship or a business name on behalf of a New Brunswick company already registered in that province, you will also be required to provide a Nuans name search report. The New Brunswick government is much more stringent at accepting names and it is therefore important that you have the name checked thoroughly before you register to ensure it is available. This can be done by doing a preliminary name search against your proposed name. A preliminary name search can let you know whether the business name you are thinking of registering is available for use before ordering a full New Brunswick Name Search for the proposed name you wish to use. Without first checking to see if the name is available and just ordering a full New Brunswick name search without a preliminary name search, this could result in your obtaining a New Brunswick name search for a name that has too many conflicts to be used. You will then need to pick a new name and order again. The New Brunswick government will look at all names registered in New Brunswick and all names registered right across Canada when making its decision to accept your name.

It is important that a preliminary name search is performed prior to ordering your New Brunswick Nuans report because if you just ordered the report and the name is not checked it may be rejected if there are any conflicts. As part of the service, a search house will normally perform the preliminary name search before ordering your New Brunswick Nuans name search report and this will be included in the basic cost of the Nuans. Preliminary name searches are ordered as a separate cost in cases where you do not need to order a full search otherwise they are normally part of the service for a full search at no extra cost. Ensure that you pick a search house that includes the cost of the preliminary as part of the cost of the full Nuans report when ordering a New Brunswick name search. In New Brunswick all business names including sole proprietorships, partnerships, company names and business names registered against companies must be accompanied by a New Brunswick Nuans report at the time of registering.

It should be noted that when registering an New Brunswick corporation, it is a requirement that there be a legal element to the name (explained below) but for other registrations such as New Brunswick business names, this is not necessary.

Outlined below is a breakdown of the elements of a corporation name which principles can be used for business names as well with the exception of the legal element.

If the name you choose to register is “Ryan Carpentry Inc. , the distinctive element is the word “Ryan”, which is distinctive because it is a last name of a person. Another example of a distinctive element in a name might be “Owen Sound” as in “Owen Sound Garden Supplies Ltd.” which is distinctive because it describes a location. “Treetop Tree Cutting Services Corp.” has the distinctive word “Treetop” in it to make it stand out from other dental service companies.

The descriptive element describes the type of business. In “Capital Mining Inc.”, the descriptive element is “Mining” which describes the nature of business of the corporation. In “Pickering Legal Services Ltd.” the descriptive element is “Legal Services” which describes the type of services this business provides. “Building Supplies” is the descriptive element for “Mack Building Supplies Corp.”.

The Legal Element of Union Dental Services Corp. is the word “Corp.” which is a mandatory ending which recognizes the name as the name of a company. In Canada you can have the following endings for your company name: “Inc.”, “Incorporated”, “Ltd.”, “Limited”, “Corp.”, “Corporation” and the French equivalents of “Ltee.” “Limitee”, “Inc.” (same in English and French) or “Incorporee”, The Legal Element distinguishes your name as a company that issues shares rather than a business name or sole proprietorship which would not have a legal element.

A reputable search house will take the time to try and clear your name by performing as many preliminary name searches as are required to clear your name. Notwithstanding this, the government examiners have different points of view and different methods of clearing names which is not always evident at the time of performing a preliminary name search. Your proposed name could still be rejected even though the search house took the time to check. There is just no guarantee but performing a preliminary name search cuts down the odds that your name will be rejected by the New Brunswick government.

Resources for Canadian Business Owners provides unlimited preliminary name searchs as a free service when purchasing a NB Nuans Name Search Report and can assist with Sole Proprietorship Registrations.

An Alberta Nuans Name Search Report is a seven page report which is generated from the Nuans name search system in Canada. This database compares a proposed company name or trade-mark with a database of existing names that have been registered anywhere across Canada.

Before incorporating in Alberta you must obtain an Alberta Nuans name search report. The Alberta government compares the proposed company name to the names on the Alberta Nuans name search report to ensure the name you wish to use is available.

Alberta Name searches are not required when registering Alberta sole proprietorships (trade names) or Alberta partnerships. Alberta has no protection for a business name such as a sole proprietorship or trade name. It is still advisable to do a preliminary name search just to ensure the name is available. Having a preliminary name search performed on your proposed business name will let you know if anyone is using the name without having to order a full Alberta Nuans name search report.

Prior to having the Alberta Nuans name search ordered for your proposed company name a preliminary name search must be performed. This is because it would not be a good idea to just order a name search without checking to see if the name is available because once the search is ordered there is a cost. If the Alberta Nuans report shows a conflict it will be too late and you will need to order another search after you pick another business name.

Most reputable search houses will perform a preliminary name search for your proposed Alberta name as part of the service when you buy an Alberta Nuans name search from them. Beware of companies that charge an extra fee for this. The only time there should be a fee for a preliminary name search is in the case where you are registering an Alberta trade name, Alberta partnership or an Alberta sole proprietorship and an Alberta Nuans is not required but you still want to determine the availability of the name.

The onus will be on you to ensure that any business name you register in Alberta does not conflict with another name on file even though you will not be asked to provide an Alberta name search report when registering. Therefore it is important that you do a preliminary name search.

You must have a legal element for the proposed name (explained below) but for registrations such as Alberta partnerships or Alberta trade names the legal element is not required or even allowed.

Below is an explanation of how to pick a name for a corporation however the principles can be applied to business names with the exception of the legal element.

When creating company name for new corporation, you should consider three parts to the name as follows: (a) the Distinctive Element (b) the Descriptive Element, and (c) the Legal Element.

If the name you choose to register is “Johnson Carpentry Inc. , the distinctive element is the word “Johnson”, which is distinctive because it is a last name. Another example of a distinctive element in a name might be “Toronto” as in “Toronto Garden Supplies Ltd.” which is distinctive because it describes a location. “Treelight Dental Services Corp.” has the distinctive word “Treelight” in it to make it stand out from other dental service companies.

The descriptive element describes the type of business. In “Johnson Carpentry Inc.”, the descriptive element is “Carpentry” which describes the nature of business. In “Toronto Garden Supplies Ltd.” the descriptive element is “Garden Supplies” which describes the type of products this business sells. “Dental Services” is the descriptive element for “Treelight Dental Services Corp.”.

The Legal Element is the word “Inc.” which is a mandatory ending which recognizes the name as the name of a company. In Canada you can have the following endings for your company name: “Inc.”, “Incorporated”, “Ltd.”, “Limited”, “Corp.”, “Corporation” and the French equivalents of “Ltee.” “Limitee”, “Inc.” (same in English and French) or “Incorporee”, The Legal Element distinguishes your name as a share corporation rather than a business name, sole proprietorship or non-share corporation.

Resources for Canadian Business Owners can assist you with an Alberta Name Search and Alberta Business Search along with other government and legal registrations.

When registering an Ontario sole proprietorship the statute that you need to review would be the Business Names Act (Ontario). Frequently an Ontario sole proprietorship is called an Ontario trade name. A responsible business person will read the statute to ensure that he or she follows the legal requirements of the statute.

The law requires that a person must not give the public the opinion that he or she is carrying on business under another name unless that name has been registered. Further a person must be registered in order to be legally allowed to use a name other than his or her own.

An Ontario Nuans name search report is not required when registering an Ontario sole proprietorship. The Business Names Act (Ontario) has no requirement for an Ontario trade name / Ontario sole proprietorship to be different than other Ontario registrations. You are allowed to register the exact same name as another sole proprietorship already registered with the Ontario government. Should you register a name that is the same as another name already registered? Absolutely not, unless you are connected in some way to that other registration or have written permission to register the name.

First you must determine whether there are any conflicts to the name you wish to use and this is done by having a search house perform a preliminary name search for you. Search houses will usually clear your proposed name for free when you purchase their service to register your sole proprietorship and others will provide you with a preliminary name search for a small fee. It is important that you have a professional search house clear your name for you before you register. Search houses are trained and they will be able to pre-clear the name and ensure that no one is using that name all across Canada. If you were to register a name that is the same as another name you could still open yourself up to a law suit if the name is the same or close to another name registered if that name has a long standing in the community. Many businesses now conduct business in more than one province across Canada.

Once you have registered your Ontario business it will stay in place for five years. A Master Business Licence will be issued for the Ontario sole proprietorship. It will be a photocopy and if you order it online from a Ontario service provider it will be sent to you in the form of a pdf. The expiry date of the Ontario business registration will be on the form and you must ensure that you keep track of this since the government will not remind you.

Just to clarify, Ontario company names are unique and no one can register a company with the exact same name as another company. It is only business names that are not protected.

If any information on the Ontario sole proprietorship changes you must file an amendment within fifteen days. You cannot amend the name of an Ontario sole proprietorship. If you wish to change the name you must register a new Ontario trade name.

A dissolution of an Ontario sole proprietorship must be filed if you no longer wish to carry on business under the name you have registered.

An Ontario sole proprietorship registration expires after five years. The expiry date will be shown on the Master Business Licence. The onus is on you to renew your licence and it is a good idea to renew it a few days before the expiry date. No reminder notice is sent out by the government.

Resources for Canadian Business Owners handles legal and government registrations and can assist you with an Ontario Sole Proprietorship and Ontario Partnership and other legal and government services

An Alberta Registration of a Sole Proprietorship is governed by the Partnership Act (Alberta). An Alberta Sole Proprietorship is sometimes called an Alberta Trade Name.

The Alberta Partnership Act indicates that any person who (i) is engaged in business for trading, manufacturing, contracting or mining purposes; and (ii) is not associated in partnership with any other person or persons and uses as the person’s business name some name or designation other than the person’s own, or the person’s own name with the addition of “and company” or some other word or phrase indicating a plurality of members in a firm; shall file with the Alberta Registrar a declaration in writing of the fact. Before you register your Alberta trade name it might be advantageous for you to review the clauses in the Alberta Partnership Act with respect to registering a trade name in Alberta.

In layman’s terms what the statute is trying to say is that any individual who is operating under a name other than his or her own name must register an Alberta sole proprietorship. A sole proprietorship registration in Alberta must be filed six months from the date it commences business in Alberta.

You are not required to provide an Alberta Nuans name search report to register an Alberta Registration such as a sole proprietorship. The Partnership Act (Alberta) has no requirement for an Alberta trade name /Alberta sole proprietorship name to be unique. Any company, sole proprietorship or partnership can register the same Alberta business name at the same time. This does not mean that you should just go ahead and register any name you wish. It is important that you make all attempts to have a distinct name for an Alberta Registration that is very different from all names out there.

The best way to ensure this is to do a preliminary name search Alberta Registration Name before you register your sole proprietorship. A search house can perform this for you. Some search houses charge a small fee for this and others will do this for free when you purchase a sole proprietorship registration service from them.

Is it a requirement to register an Alberta trade name in order to conduct business as a sole proprietorship. No. However if you work under your personal name there may be situations where an Alberta registration would be advantageous as proof that you are in business. You may be required to show a valid registration when you register for other licenses connected to your business or when business proposals are set forth. The Alberta government will not allow you to register an Alberta trade name using your own name. You will need to register an actual business name. On another note, you can obtain a Business Number for your sole proprietorship even if you are operating under your personal name. Business Numbers (GST) are connected to the individual not to the Alberta sole proprietorship registration.

You cannot register an Alberta Trade Name or Alberta Sole Proprietorship on your own. You must ask a provider to assist you with the registration. In a way this can be a good thing because the service provider with check your name for you free of charge if you pick a service provider that provides this service. Then you can be assured of having a name that is not a conflict with any other name right across Canada.

To terminate an Alberta trade name registration a form must be filed called a Declaration of Ceasing to Carry on Business under a Trade Name.

Alberta Sole Proprietorships are perpetual. This means they will stay in place until you dissolve the registration.

Resources for Canadian Business Owners can assist you with your Alberta Trade Name and Alberta Business Registration or Preliminary Name Search