Registering a Business Name or Partnership

To Whom Does This Apply?

Summary

This document is based on information from the Ministry of Government Services http://www.cbs.gov.on.ca/mcbs/english/5HSSN6.htm (last updated March, 2002).

The Business Names Act applies to all types of businesses, including corporations that operate under a name other than the owner’s or corporation’s name.  For example, if you are a sole proprietorship (one owner) and your name is John Smith and you are conducting business as John Smith you do not need to register the name.  But if you operate as John Smith’s Shoes, you will have to register.  As another example, if John Smith and Jane Brown operate a partnership (more than one owner) as Smith and Brown, registration is necessary.  Likewise, if a corporation incorporates as Brown Shoes Limited and operates as Brown’s Shoes, then the corporation has to register the operating name.  A corporation must register all names they use to carry on business.

Business names can be registered by visiting the public office of the Branch in Toronto, by mail, through the Ontario Business Connects (OBC) Web site or self-help workstations located throughout Ontario and via Business Registration Online (BRO) available at Canada Custom and Revenue Agency offices across the country.  When registering via Ontario Business Connects, you can also complete forms electronically for Retail Sales Tax Vendor Permit, Employer Health Tax, and Workplace Safety and Insurance Board.  Please note that you must enter the business information yourself when using BRO, the OBC Web site and the self-help workstations.

If you choose to register your business name in person or by-mail directly with the Companies and Personal Property Security Branch of the Ministry of Government Services (MGS), the cost is $80.  In-person registrations are processed immediately.  Registrations by mail can require up to eight weeks for processing.

You can also register your business name via the Internet at the Ontario Business Connects (OBC) Web site.  Other applications provided by OBC include: Retail Sales Tax, Employer Health Tax, Workplace Safety and Insurance Board.  The fee for registering a business name via Ontario Business Connects self-help workstations (service time is immediate) or Web site (service time is 2 weeks) is $60.  Registration by mail to Ontario Business Connects is $80.  

For further information:
visit the Web site:
Ontario Business Connects
http://www.cbs.gov.on.ca/obc/english/4TJTBS.htm 

There are also a number of computer workstations across the province, also under the OBC initiative, at which you can register a business name.  Licensed wholesalers, under contract with MGS, operate some of these workstations.  The fees for registering through these workstations may vary, depending upon the operator involved.  You may wish to contact the operator in advance to confirm the fees required.  At these OBC workstations, you can also perform several different registrations (if appropriate): Retail Sales Tax, Employer Health Tax, Workplace Safety and Insurance Board.  Business name registrations at OBC workstations are processed immediately.  Other registrations done at the workstations may require up to four weeks for processing.

1. Business Name and Partnership Registration
Unincorporated businesses, sole proprietorships and partnerships must register their business name, before they start using it, with MGS's Companies and Personal Property Security Branch.  Please be aware that registering a business name in Ontario does not provide you with any inherent protection on the name; it simply makes the name legal for your use in Ontario.

The Business Names Act does not prohibit registration of identical names, but if you decide to use the same name or if you use a name that is confusingly similar to that of an existing business, it could result in a lawsuit.  The person registering the name also assumes full responsibility for any risk of confusion with an existing corporation, business name or trademark.

Upon registration, businesses are issued a Business Identification Number (BIN) and a Masters Business License (MBL) by Companies and Personal Property Security Branch.  

For further information:
visit the Web site:
Business Names Act / Company Forms
http://www.cbs.gov.on.ca/mcbs/english/5JGLAZ.htm

Business name registration for unincorporated businesses, sole proprietorships and partnerships is valid for five years and must be renewed every 5 years if it is to be maintained as a legal business name.  The Companies and Personal Property Security Branch does not send reminder notices.

Ownership: Ownership of sole proprietorships cannot be transferred.  The existing sole proprietorship registration must be cancelled and the new sole proprietorship registered.  There is no fee to cancel the registration.  Cancellations may be submitted via the OBC Web site or to the Companies and Personal Property Security Branch in person in Toronto or by mail.  The standard fees apply to completing the new registration.

Change of Business Address: If the registered business address changes, you must notify Companies and Personal Property Security Branch by completing a Form 1 (under the Business Names Act) and remitting it in person or by mail to Companies and Personal Property Security Branch.  There is no fee to change the registered business address and the form is available at no charge from the Companies and Personal Property Security Branch.  You must file a Form 2 (under the Business Names Act) to change the address of an operating name of a corporation.  Amendments can be processed via the OBC Web site (see Ontario contact below).  There is no fee and the processing time is 3 weeks.  OBC workstations do not process amendments.

Changing Business Type: Businesses cannot change from sole proprietorship to partnership or vice-versa.  The existing registration must be cancelled and a new business registered.  There is no fee to cancel the registration.  The standard fees apply to completing the new registration.

Note: Limited Liability Partnerships (LLPs), a hybrid of some of the characteristics of a partnership and some of a limited company, must register under the Business Names Act.  Currently in Ontario, only chartered accountants or lawyers can form LLPs.  Extra-Provincial Limited Liability Partnerships (EP LLPs) and Extra-Provincial Limited Liability Companies (EP LLCs) must also register their business name in Ontario under the Business Names Act.

2. Searching Company Names
Before registering a business name, you may want to check whether the name you are planning on registering is already in use.  You can check company names in use in Ontario by accessing the records of the Companies and Personal Property Security Branch.

Enhanced Business Name Search for Unincorporated Businesses
This new type of search provides several improvements over the exact name search.  Among these are:

• The ability to select a name from a list of up to 70 business names matching or similar to the business name searched;
• The ability to search words in a business name and have a list of business names returned with the word appearing anywhere within the business name;
• The specific street number and name are included in the business address.

The Enhanced Business Name Search significantly improves the clients' ability to obtain a Business Names Report for a specific business name when more than one exact or similar business name is registered in Ontario.

The Enhanced Business Name Search is available at the Branch's Toronto Public Office; via the Internet through the Branch's service providers and the Ontario Business Connects' licensed Wholesalers.

Searching the Public Record via the Internet
BNLP and corporate record searches may be conducted via the Internet through two service providers (SPs), OnCorp Direct Inc. and Cyberbahn Inc. BNLP searches may also be conducted via the Ontario Business Connects' licensed Wholesalers, Dye & Durham Co. Inc., Teranet Inc. and OnCorp Direct Inc. Search results are received almost immediately and reports can be printed from the convenience of your home or office.

The SPs provide access to the Electronic Corporate Index (ECI) prior to requesting a corporate search.  The Electronic Corporate Index is a computerized alphabetical listing of corporations, which are, or have been, active in Ontario.  It provides fundamental information on Ontario corporations and extra-provincial corporations and can be searched by the corporate name, corporate number or by keyword.  The Electronic Corporate Index displays the following information: corporation name, Ontario Corporation Number, incorporation date, jurisdiction, status and establishment type.

For further information:
visit the Web site
Companies Service Standards and Fees
http://www.cbs.gov.on.ca/mcbs/english/5J9RYT.htm  

Searching the Public Record in Person or by Mail
A search may be done in person at the Companies and Personal Property Security Branch Public Office in Toronto between 8:30 a.m. and 5:00 p.m., Monday to Friday (excluding statutory holidays).  Search results are immediate and you will receive a report to take home with you.  Clients also have access to the Electronic Corporate Index (ECI).

A search request can also be mailed to the Branch. Allow 4 - 6 weeks for processing.  Please print clearly the company names to be searched and enclose a cheque or money order payable to the Minister of Finance.

If a search request is mailed in with a business name registration form, please include separate cheques or money orders for the registration and search fees.  Please indicate whether you still want to register the name if our search reveals another business is already using it.

For further information:
visit the Web site
Companies Service Standards and Fees
http://www.cbs.gov.on.ca/mcbs/english/5J9RYT.htm

Requirements to Conduct a Search of the Public Record
The Branch recommends that clients conduct both corporate and BNLP/Enhanced Business Names Searches when they are uncertain as to whether the name belongs to a corporation or an unincorporated business.  In order to complete a corporate or business name/Enhanced Business Name Search request, clients should know the following information:

• Ontario Corporation Number (OCN) or Business Identification Number (BIN);
• Accurate spelling of the corporation's name, the business name, limited partnership or the corporation's operating name.

Newly Upgraded Automated Name Search (NUANS)
One of the most comprehensive searches of company names and related information is called a NUANS (Newly Upgraded Automated Name Search).  This search includes registered trade-marks, registered business names (which includes trade-names) and incorporated company names.  The NUANS can be conducted by a searcher of record (found in the Yellow Pages under "Searchers of Record") or through their website.

For further information:
visit the Web site:
NUANS
http://www.nuans.com/

DISCLAIMER
Information contained in this section is of a general nature only and is not intended to constitute advice for any specific fact situation. For particular questions, the users are invited to contact their lawyer. For additional information, see contact(s) listed below.

Ontario Contact(s):
Registering by internet:
Companies and Personal Property Security Branch
Ministry of Government Services (MGS)
Registration on the Internet:
Name searching cannot be done on this Web site.
Credit card payments only.
Ontario 
Web site: http://www.cbs.gov.on.ca/obc/english/4Tg2aw.htm