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
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
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.
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.
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
Current name approval policies of the BC Registrar require share
capital corporations to include three separate components in their
a) a "distinctive" element, uniquely identifying the
b) a "descriptive" element, describing the operations of
the entity; and
c) a required suffix in one of several prescribed forms
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.
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.
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.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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Under the Income Tax Act, the Employment Insurance Act, and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions or GST.
Under the Income Tax Act, the Employment Insurance Act, the Canada Pension Plan Act and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions.
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