Corporate entities (both share capital and non-share capital) can be incorporated at the federal or provincial level. Each corporate statute has certain name requirements for the corporate name, and each regulator has also developed name approval policies and procedures. Sometimes the requirements are mandatory, such as legislative requirements to include an identifying suffix, such as “Limited” or “Inc.”, in the corporate name. Sometimes the requirements are prohibitions, such as a restriction on use of words implying an association with government. Generally, the corporate regulator is also granted a degree of discretion to assess whether a proposed corporate name is confusingly similar to the name of another corporation.
For those in British Columbia, a few things you might not know (or have forgotten) about the process of selecting a corporate name.
1. Federally, and in most provinces, the name selection involves a search of the federal “NUANS” name database. However, in British Columbia, the Registrar of Companies maintains its own separate database, and has primary regard to that separate database when considering proposed names.
2. Federally, and in most provinces, name selection is often done on a “buyer beware” system where the applicant has primary responsibility to search and assess whether the proposed name meets all relevant criteria. While formal pre-approval of the name by the regulator is available, that step is not compulsory and is not always performed. However, in British Columbia, BC Registrar approval of the proposed name is always required.
3. Since there is a cost associated with corporate name approval applications, the BC Registrar permits an applicant to include three proposed corporate names on one approval application – and list them in descending order of preference. If the Registrar rejects the first name on the list, they will automatically proceed to analyze the second listed name, and then perhaps the third.
4. You cannot “tie up” a proposed name indefinitely. At both the federal and BC level, successful search results or regulator approval have an expiry date; while a name reservation can be renewed at additional cost, this cannot be done indefinitely.
5. Current name approval policies of the BC Registrar require share capital corporations to include three separate components in their corporate name:
a) a “distinctive” element, uniquely identifying the entity;
b) a “descriptive” element, describing the operations of the entity; and
c) a required suffix in one of several prescribed forms (e.g. “Inc.”)
Corporations which attempt to eliminate the second “descriptive” element often end up in extended dialogue with the Registrar. For example, while “Buggleton Inc.” may be rejected, “Buggleton Ventures Inc.” may be more likely to attain approval.
6. Current name approval policies of the BC Registrar require societies (non-share corporations) to have the word “Society”, “Foundation” or “Association” included as a compenent of the corporate name, usually as a suffix. Occasionally variations will be permitted in the Registrar’s discretion, such as use of the terms “Institute” or “Club”. By contrast, the name regulations under the new Canada Not-For-Profit Corporations Act do not specify that such entities must have any mandatory suffix.
7. A corporation may also adopt a “doing business as” name which can be different from, or a truncated version of, their official corporate name. Registration and other formality may be required in the jurisdiction where the dba name is used.
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