Who this is for
- People incorporating a new corporation federally or in Ontario, British Columbia or Alberta
- Owners deciding whether a numbered company can trade under a brand name
Not covered here
- Choosing federal or provincial incorporation
- Full incorporation steps and the total cost of incorporating
- Quebec name rules
- Registering a trademark
- Business name registration for a sole proprietor
Numbered company vs named company: what changes?
A numbered company's legal name is a number the registry assigns, plus the place and a legal ending such as Inc. or Ltd. A named company uses a word name you propose, which must pass a name check before the corporation exists. The choice changes the name check, the wait and what your legal name tells customers; it does not change how the corporation is taxed.
| Numbered company | Named company | |
|---|---|---|
| Legal name | Assigned, for example 12345678 Canada Inc. | Your word name, for example Prairie Crumb Bakery Ltd. |
| Name check before filing | None | Federal online check, Ontario or Alberta NUANS report, or BC Name Request |
| Extra cost and wait | None | A NUANS report or BC Name Request fee (no separate name fee federally), and about 7 to 14 days for a standard BC Name Request |
| Trading under a brand | Allowed, as a registered operating name | Allowed; the legal name can itself be the brand |
| Name on contracts, invoices and cheques | The number, with any operating name beside it | The word name |
| Changing later | A name change filing, with a name check for the new word name | A name change filing |
Corporations Canada calls the numbered name the simplest choice because it assigns the number, and says you can use a different name to conduct business.
What makes a case not simple:
- A brand used before it is registered. Ontario requires a corporation to register any name it operates under other than its corporate name. Until it does, it cannot bring a court case in Ontario over that business without the court's leave, and using the unregistered name without reasonable cause is an offence: a fine of up to $25,000 for the corporation and up to $2,000 for each director or officer who allowed it or went along with it (Business Names Act ss. 2, 7 and 10). BC and Alberta have their own filings.
- Contracts, leases and bank accounts in the brand alone. Federal, Ontario, BC and Alberta corporate law require the legal name on contracts, invoices and cheques.
- A word name close to an existing business or trademark. The corporation can be made to change it later.
- A federal corporation operating in a province. It still registers there, and the province's operating-name rules apply.
Gather before you file: your preferred name and two alternatives, the province where you will operate, whether customers will see the name, and any brand, business name or trademark you already use.
What is a numbered company, and what does its name look like?
A numbered company is a corporation whose legal name is a number the registry assigns, plus the place and a legal ending.
| Where you incorporate | Example | Rule |
|---|---|---|
| Federal | 12345678 Canada Inc. | A designating number, "Canada" and a legal element (CBCA s. 11(2)); "Canada Inc." if you pick no legal element (compendium 10.6) |
| Ontario | 111111 Ontario Inc. | Assigned numbers, "Ontario" and the legal element you select (Form 5351E instructions) |
| British Columbia | 1234567 B.C. Ltd. | The incorporation number followed by "B.C. Ltd." (Business Corporations Act s. 21) |
| Alberta | 1234567 Alberta Ltd. | A number from Corporate Registry, then "Alberta", then a legal element (Alberta) |
Quebec uses its own registry and rules; see incorporating in Quebec.
Do I need a NUANS report or name approval?
Only for a word name. A number name needs no NUANS report or Name Request in any of these jurisdictions. A word name is checked against existing corporate names, business names and trademarks, and the check depends on where you incorporate.
| Where you incorporate | Check for a word name | How long it holds |
|---|---|---|
| Federal, online | Built into the online incorporation; no separate NUANS report to order. An optional preapproval can come first (how to get a name) | A preapproval is valid 90 days from the date you apply |
| Ontario | An Ontario NUANS report, kept at the registered office; a free search of Ontario's records can come first (Form 5351E instructions) | The report cannot be dated more than 90 days before the articles are submitted |
| Alberta | An Alberta NUANS report from a NUANS service provider (Alberta) | Reserves the name for 90 days; must be less than 91 days old at filing |
| British Columbia | A Name Request to the BC Registry (BC) | An approved name is reserved for 56 days |
A NUANS report lists similar names; it is not an approval. Corporations Canada says getting a NUANS search does not mean it will approve the name, and Ontario leaves it to the applicant to check the report and obtain any consents. In BC, once a reservation expires anyone can use the name, and you need a new request.
What do the two choices cost, and how long do they take?
A number name adds no name fee and no wait. A word name adds the price of the name check and the time it takes; the incorporation filing fee is the same either way.
| Where you incorporate | Extra for a word name |
|---|---|
| Federal | No separate name fee (fees); it can take longer if Corporations Canada asks for more information |
| Ontario | An Ontario NUANS report, priced by the provider |
| British Columbia | Name Request $30, about 7 to 14 days (BC); or priority service $100 for 1 to 2 business days |
| Alberta | An Alberta NUANS report, priced by the provider |
For the filing fees and the full first-year bill, see what it costs to incorporate in Canada.
Can a numbered company do business under a brand name?
Yes. A corporation may operate under a name other than its legal name, as long as that operating name does not contain a legal ending such as Ltd., Inc. or Corp. (CBCA s. 10(6)). Registering that name is provincial law, so the rule follows where the corporation operates (compendium 10.5).
| Province where you operate | Rule | Cost and term |
|---|---|---|
| Ontario | A corporation that wants to operate under a name other than its corporation name must register it under the Business Names Act (Form 5294E instructions) | $60; expires after five years; renew from 6 months before to 60 days after expiry (Ontario Business Registry) |
| British Columbia | Register a "doing business as" (DBA) name; BC's own example is a numbered company (BC). For a business carried on for trading, manufacturing or mining purposes, the Partnership Act requires a registration statement, using a reserved name, within 3 months after the name is first used (s. 88) | A Name Request first ($30), then the registration |
| Alberta | A corporation doing business under a name other than its legal name registers a trade name through a registry agent (Alberta); for a business carried on for trading, manufacturing, contracting or mining purposes, the Partnership Act requires the declaration within 6 months after first use (s. 110) | A government fee plus a service fee |
Tell the CRA as well. Its own example is a corporation named 12345 Canada Inc. that advertises as ABC Properties: you add or change an operating name in My Business Account, by phone or by letter, and must report a change (CRA).
The common trap is a website, invoices and a lease in the brand alone, with no registration and no legal name. Registering the brand and adding the legal name bring new documents in line; contracts, leases or accounts already set up in the brand alone may need review. A federal corporation must also register in each province where it carries on business; see federal or provincial incorporation.
What must my invoices show for GST/HST?
Show both names. The CRA accepts your business or trading name for your customer's input tax credit, but corporate law requires the corporation's legal name on its invoices too (CBCA s. 10(5); the provincial rules are in the legal-name section below), so a line such as "Maple Analytics, operated by 12345678 Canada Inc." meets both. From $100, the invoice also needs your GST/HST registration number and the tax charged (RC4022).
| Total sale | What the invoice must show |
|---|---|
| Under $100 | Supplier's business or trading name (or the intermediary's name), the invoice date and the total |
| $100 to under $500 | The above, plus the GST/HST registration number, the GST/HST charged or a note that the price includes it, and the status of each item when taxable and exempt items are mixed |
| $500 or more | The above, plus the buyer's name or trading name, a brief description and the payment terms |
The GST/HST number belongs to the corporation, whichever name the invoice shows. Registration is generally required once taxable sales, counting those of associated businesses, pass $30,000 in one calendar quarter or over four consecutive quarters, and some businesses must register sooner (CRA); see when to register for GST/HST.
What does a word name protect, and what doesn't it?
A federal word name, once approved, gives the legal right to use it across Canada (Corporations Canada). It is not a trademark: approval does not guarantee protection against other corporate names, business names or trademarks, and does not necessarily mean the words could be registered as a trademark (compendium 6.2).
- Confusion can undo it. A business with a similar name or trademark can object, and an applicant who misjudges confusion risks being sued or being required to change the name (compendium). Alberta can force a name change after an objection the Registrar upholds (Alberta).
- Protection is the owner's job. Corporations Canada suggests watching for similar names and considering a trademark and domain names.
- An operating name gives no ownership. Alberta says registering a business name is only proof that a business uses it (Alberta).
How far a provincial word name reaches compared with a federal one is covered in federal or provincial incorporation.
Does a numbered company keep the owners private?
No. Information about federal corporations is public whatever their name, including the registered office address, the directors' names and addresses, and some information about individuals with significant control (Corporations Canada). Provincial registries set their own disclosure rules, and a number name does not change them.
Why must the legal name appear on contracts, invoices and cheques, and what about the bank account?
Corporate law requires it. A federal corporation must set out its name in legible characters in all contracts, invoices, negotiable instruments and orders for goods or services (CBCA s. 10(5)). Ontario (OBCA s. 10(5)) and Alberta (ABCA s. 10(8)) set the same rule, and Alberta applies it to any corporation carrying on business there (s. 287). A BC company must also show its name at each place it does business in BC and on receipts, cheques and letters of credit used there (s. 27). A corporation using a registered business name in Ontario must show both that name and its corporate name (Business Names Act s. 2(6)). Other provinces' corporate statutes set their own rule; check the act you incorporate under.
- Contracts and leases: sign in the legal name; the operating name can be added beside it.
- Bank accounts and cheques: cheques are negotiable instruments, so the legal name belongs on them; ask the bank how it shows the operating name. What the corporation needs before it opens an account is in after you incorporate.
- Before the certificate: a person who signs a written contract for a federal corporation before it exists is personally bound, unless the contract expressly says otherwise. If the corporation adopts the contract within a reasonable time, it becomes bound instead, though a party can still ask a court to decide who is liable (CBCA s. 14).
Can I switch from a numbered company to a word name later?
Yes. The corporation files articles of amendment (in BC, a company name change filing), and the new word name goes through the same check as at incorporation.
| Where incorporated | Filing | Fee |
|---|---|---|
| Federal | Articles of amendment online, proposing the word name in the filing (how to get a name) | $200, listed as 1 day (fees) |
| Ontario | Articles of amendment, with an Ontario NUANS report for the new name (Form 5261E instructions) | $150 (Ontario fees) |
| British Columbia | A Name Request for the new name, then a company name change filing through Corporate Online; annual reports must be up to date first (BC) | $30 plus $100 |
| Alberta | Its own amendment filing; see the Alberta guide | Set by the province |
After the change, update contracts, invoices, the bank, any registered operating names and the CRA's records.
Which fits: holding company, quick start or customer-facing brand?
| Your situation | Often fits | Why |
|---|---|---|
| Holding company with no customers | Numbered | No customer sees the name; no name check, fee or wait. See setting up a holding company |
| Starting now, brand not settled | Numbered, with an operating name or a later amendment | Incorporate without waiting; register the brand once it is chosen |
| A customer-facing brand you want on every contract | Word name | The legal name and the brand are the same, so one name appears everywhere |
| Several brands in one corporation | Either, with each brand registered as an operating name | Each brand is registered where the province requires |
| A name you plan to rely on across Canada | Federal word name, with separate trademark advice | Federal approval gives the right to use it across Canada, but a confusing earlier name or trademark can still force a change; a trademark is a separate right |
Example
These scenarios are illustrative; amounts are in Canadian dollars.
Toronto consultant trading as a brand
A consultant incorporates federally as 12345678 Canada Inc., with no name check. The corporation registers in Ontario, registers "Maple Analytics" as its business name there and adds it as an operating name with the CRA. Its first invoice, for C$5,000 plus HST, shows "Maple Analytics, operated by 12345678 Canada Inc.", the corporation's GST/HST number, the HST charged, the client's name, a short description of the work and the payment terms. The client contract names 12345678 Canada Inc.
Calgary bakery with a word name
An owner wants "Prairie Crumb Bakery Ltd." as the legal name and orders an Alberta NUANS report dated March 3. The report reserves the name for 90 days, so the owner files the incorporation through a registry agent in April. A filing after June 1 would have needed a new report.
Vancouver holding company
A founder sets up a holding company that will own shares and have no customers. It incorporates as 1234567 B.C. Ltd. with no Name Request: no $30 fee and no 7 to 14 day wait. If it later needs a word name, it can file a BC name change after a Name Request.
Different for you?
- Not sure whether to incorporate federally or in your province: see federal or provincial incorporation, or get business formation help.
- Ready to file: follow the steps for Canada, Ontario, British Columbia, Alberta or Quebec, or get business formation help to settle the name, jurisdiction and registrations together.
- Moving a sole proprietorship and its brand into the new corporation: use the sole proprietor to corporation checklist with business formation help.
- Already trading under an unregistered brand, or invoicing with the wrong name or GST/HST number: see after you incorporate and get business formation help.
- Setting up a holding company: see setting up a holding company, or get business formation help.
- Registering a name as a sole proprietor, not a corporation: see registering a business in Ontario, British Columbia or Alberta.
- Budgeting the whole incorporation: see what it costs to incorporate in Canada.
Figures on this page
| Figure | Value | Source |
|---|---|---|
| Maximum fine for a corporation convicted of an offence under Ontario's Business Names Act Section 10(1): a corporation that, without reasonable cause, carries on business under an unregistered name, does not register a change, or makes a false statement in an application; on conviction | $25,000 | Ontario: Business Names Act, R.S.O. 1990, c. B.17, s. 10 Checked |
| Maximum fine for an individual convicted of an offence under Ontario's Business Names Act Section 10: using an unregistered name, not registering a change within 15 days, or a false statement in an application, without reasonable cause; up to $25,000 for a corporation. Section 10(2): also each director, officer or Ontario representative who authorized, permitted or acquiesced in a corporation's offence | $2,000 | Ontario: Business Names Act, R.S.O. 1990, c. B.17, s. 10 Checked |
| Period an Alberta NUANS report reserves a proposed corporate name The report must be less than 91 days old when the incorporation is submitted; Business Corporations Regulation section 17(1)(h) requires a report dated not more than 90 days before submission. Not needed for a number name | 90 days | Alberta: Incorporate an Alberta corporation Checked |
| BC approved name reservation period Counted from approval; incorporate before it expires or submit a new Name Request (Business Corporations Act, s. 22) | 56 days | British Columbia: Request approval for a business name Checked |
| BC Name Request fee to request and reserve a business name Standard service; up to three name choices considered in order. Not needed when the incorporation number is used as the name | $30 | British Columbia: Request approval for a business name Checked |
| BC Registry priority service fee for a Name Request For a name decision in 1 to 2 business days; the registry's fee page lists priority service as this fee plus the filing fee | $100 | British Columbia: Forms, fees and information packages (corporate registry) Checked |
| Ontario Business Names Act registration fee New registration or renewal of a business name, including a corporation's operating name other than its corporate name; online or by mail | $60 | Ontario: Cost and time required to register, change or search for a business name, corporation or not-for-profit Checked |
| ITC invoice threshold for added tax details At this total sale amount, tax details and supplier GST/HST number become required | $100 | CRA: Input tax credits Checked |
| ITC invoice threshold for buyer details At this total sale amount, buyer name, description and payment terms become required | $500 | CRA: Input tax credits Checked |
| GST/HST small supplier threshold Worldwide taxable sales, including zero-rated supplies, with associates, in one calendar quarter or over the last four consecutive calendar quarters; excludes financial services, sales of capital property and goodwill | $30,000 | CRA: When to register for and start charging the GST/HST Checked |
| Federal business corporation fee to file articles of amendment online Corporations Canada online filing fee to amend a business corporation's articles, including changes to the description of share classes or share transfer restrictions; express 4-hour service costs extra; provincial corporations pay their own registry's fee | $200 | Corporations Canada: Services, fees and processing times Checked |
| Ontario business corporation articles of amendment fee Articles of amendment under the Business Corporations Act, including a change of corporate name, online (immediate) or by mail (15 business days) | $150 | Ontario: Cost and time required to register, change or search for a business name, corporation or not-for-profit Checked |
| BC Registry fee to change a company's name Change Your Company Name filing through Corporate Online, after a Name Request for the new name; the company must be in good standing with its annual reports | $100 | BC: Incorporated companies Checked |
Primary sources
- Corporations Canada: How to incorporate a business
- Corporations Canada: Naming a corporation
- Corporations Canada: Naming a corporation, how to get a name
- Corporations Canada: Corporations name granting compendium
- Corporations Canada: Services, fees and processing times
- Corporations Canada: Public disclosure of corporate information
- Canada Business Corporations Act, sections 10 to 14
- Ontario Business Corporations Act, section 10
- Ontario Business Names Act, sections 2, 7 and 10
- Alberta Business Corporations Act, sections 10 and 287
- Ontario: Instructions for BCA Articles of Incorporation (Form 5351E)
- Ontario: Instructions for BCA Articles of Amendment (Form 5261E)
- Ontario: Instructions to register a business name for a corporation (Form 5294E)
- Ontario: Cost and time to register, change or search for a business name, corporation or not-for-profit
- Ontario Business Registry: all services
- Alberta: Incorporate an Alberta corporation
- Alberta: Register a business name
- Alberta Partnership Act, section 110
- BC: Request approval for a business name
- BC: Incorporated companies
- BC: Sole proprietorships and partnerships (DBA names)
- BC Business Corporations Act, Part 2
- BC Partnership Act, section 88
- CRA: RC4022 General information for GST/HST registrants
- CRA: When to register for and start charging the GST/HST
- CRA: Change a business operating name
About this guide
Published by Cloud Accounting under standing professional approval. This version has no separately recorded personal review. It explains general rules for the tax year shown. It is not advice for your situation.
Changes
- : First published.