13 Feb 2016

NUANS Name Search Reports

by Holly Crosgrey | posted in: Carrying on Business in Canada, Extra-Provincial Registration, Foreign Business in Canada, General Corporate Law, Incorporating in Ontario, Incorporation, Incorporation in Alberta, Incorporation in British Columbia, Name Granting for New Businesses, NUANS, Ontario, Ontario Business Corporations Act | 0

Which Provinces Accept a NUANS report versus a Specific Province Name Clearance Report?

The province and territories which accept the NUANS report are: Alberta, Ontario, New Brunswick, Federal, Nova Scotia, Prince Edward Island and Yukon. All other jurisdictions in Canada will require a name search report specific to that province or territory.

In Alberta and Ontario you are not required to provide a name search report of any type for sole proprietorships, business names or partnerships, however, it is still advisable to perform a preliminary name search since the onus is on you to ensure the name has not been taken by any other business. If you are ordering a name search report or a name search specific to a province as required by the type of registration you are wanting, our service automatically includes preliminary name searches. The only time you would order a preliminary name search would be if you are registering a business name, sole proprietorship or partnership in a province that does not require a name search report such as Alberta or Ontario.

Name search reports and NUANS name search reports all provide the same kind of information. They determine whether a proposed name has been used by any other business across Canada and also provide a list of similar names already registered. Be advised that these reports are specific to the province they are ordered for. For instance a Federal NUANS report cannot be used for an Ontario company.

Purchase a NUANS Name Search Report

What is a Name Search Report

A name search report compares the name of a proposed business to all other names already registered across Canada.

A NUANS report is specific to certain provinces and is a seven-page report which is generated from the search system which compares a proposed name or trade-mark with the database of existing names that have been registered anywhere across Canada.

Let our Experts assist you with obtaining a NUANS or Name Search Report for your New Business

What Information is Provided by a Name Search Report or a NUANS Report

By comparing the proposed name against the NUANS name search system or a name granting system in a province or territory, any similarity existing between the proposed name and the names in the database, will show up on the name search report. This will allow you to determine whether you are planning on using a name for your company that is too similar to another name. It is important for your name to be as distinct as possible. If you are ordering a name search for a province that does not accept the NUANS you will be provided with a name search that compares names to other names in that particular province or territory but the name search report will also look at similar names in other provinces right across Canada that may be a conflict.

What is A NUANS Search System

The NUANS search system is a computerized search system which contains a list of all of the company names, sole proprietorships, partnerships, business names and trade-marks registered in the federal, provincial and territorial jurisdictions in Canada. The purpose of the system is to keep track of all names registered across Canada.

Even if a province or territory has its own name search system in place, the NUANS system will pick up those names in its database and therefore when performing a preliminary name search the search system is the best way to get a pre-clearance of your name.

Only search houses can perform preliminary name searches or full NUANS name searches through the NUANS system with the exception of the federal government’s site which provides limited access to doing searches.

The federal website’s preliminary name search system is limited in that it does not allow for broad searches and it is not workable if ordering a Federal NUANS and it is limited with respect to doing preliminary name searches for other provinces and territories. In order to effectively do a preliminary name search on your proposed business you must have an experienced search house perform the search.

What is a Name Search Report and NUANS Report Used For

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

NUANS reports are also required in some provinces for registration of business names and partnerships. In Ontario and Alberta you are not required to provide any form of name search when registering a sole proprietorship or partnership.

Do All Provinces and Territories Accept the NUANS Name Search

Some provinces and territories have their own name search system and they do not except the NUANS name search report. Those provinces and territories will require a name search specific to that jurisdiction. The jurisdictions in Canada that do not accept the NUANS report are British Columbia, Manitoba, Saskatchewan, Nunavut and Northwest Territories.

If you are registering a sole proprietorship, business name or partnership in a province or territory where a name search or NUANS report is not required (such as Ontario or Alberta), it is a good idea to perform a preliminary name search to ensure the name is available but a full name search report or NUANS report would not be necessary. All you need to do is ensure the name is available before you register your sole proprietorship or partnership.

Even though not all provinces and territories accept a NUANS report since all names registered in those jurisdictions are recorded in the NUANS database, it is still advisable to do a preliminary name search through the NUANS system to ensure the name is available. Resources for Canadian Business Owners can provide you with a preliminary name search for situations for situations when a full NUANS report is not required.

If you require a name search report or NUANS name search report to register your company, business name, sole proprietorship or partnership, Resources for Canadian Business Resources Inc. will provide you with unlimited free preliminary name searches when a name search report or NUANS report is ordered through us.

Purchase a Name Search Report

How Does the NUANS Name Search System Capture the Names from the Other Name Search Systems in Canada

The governments which do not accept reports from the NUANS name search system provide a list of any names that have been registered in their province or territory to the NUANS name search system and these names are added to the NUANS system database on a regular basis.

Why is a Name Search or NUANS Report Necessary

You cannot incorporate a company with a name that is exactly the same as another name already registered. It does not matter whether you are registering a company in PEI and the duplicate name is in BC, you will not be able to register an exact name.

When you go to incorporate a company the government must first know if that name has been taken. In order for the government to ensure that the name is free to use it needs to see a NUANS name search report or similar name search report depending on the jurisdiction.

The report will show the government whether there is an exact name already registered for the proposed name you wish to use. The 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. Order a NUANS name search now.

How Do You Ensure Your Proposed Business Name is Distinct

Refer to the section on name guidelines for more information on how to ensure you have picked a distinct and descriptive name for your company that will not be challenged by the government or another company.

Are There Different Types of NUANS Name Search Reports

Each jurisdiction that accepts the NUANS Name search report will have its own form of NUANS report. If you are incorporating an Ontario company you will be required to obtain an Ontario NUANS Name Search report. If you are incorporating a federal company you will be required to obtain a federal NUANS name search report. If you are incorporating an Alberta company you will be required to obtain an Alberta NUANS Name Search report. Despite the fact that each of these reports is different, all reports will search the NUANS database system for similar names right across Canada.

Why Are Federal Name searches different from Alberta Name Searches, Ontario NUANS, PEI and NB Name Searches

An Ontario company can be incorporated with any name which is different in any regard, even if it is only a few letters in the name. A federal company differs however because when the federal government reviews articles of incorporation together with a Canada NUANS it will not allow any name which is similar to another company in many regards. When you are submitting incorporation documents for a federal company ensure your name is as different as possible from any other company name being used in Canada. Be prepared that the government may also disallow your proposed name if it sounds the same as another existing company even if the spelling is substantially different. You should be prepared that your name might not be accepted. Each time you submit articles for review you will need to submit a new NUANS report. If the first name you pick is too close to others on record, then you will have to buy another federal NUANS and submit again. A qualified search house will be able to assist you with having a better chance of your NUANS report being accepted the first time. Resources for Canadian Business Owners has experience in having proposed names accepted even after they have been rejected. However, some times additional searches must be performed to rule out conflicting companies and there can be an additional cost here. It is possible to obtain an advance Name Decision report from Industry Canada before you submit your articles for filing. Resources for Canadian Business Owners will be glad to submit a request for a Name Decision for your federal incorporation. This will also include as many preliminary name searches as you require without further cost. We are experienced in reviewing preliminary name search results through the NUANS system to help increase your chances of being accepted the first time round when you are submitting articles of incorporation for companies in the federal jurisdiction.

Why Does It Matter if I use a Name Similar to a Name in Another Province

It may seem that if you are registering a company in Ontario and another company in the Northwest Territories has a similar name, that this should not be a problem. With technology as it is today, companies are conducting business across Canada, if not across the World. You will have no idea whether the company with the name that you are proposing may at some time in the future be conducting business in the very province you wish to register in and then there would be a conflict. Further, the Canadian government provides that any company that is registered in any province or territory in Canada can apply to be registered to carry on business in another province or territory. It is therefore very important that your proposed name is distinct and descriptive. This is called an extra-provincial registration.

Is a NUANS Report Required for a Business Name or Sole Proprietorship Registration

A NUANS Report is not required in Ontario and Alberta, and some other provinces when registering business names, sole proprietorships and partnerships. In Ontario and Alberta anyone can register the exact same business name or sole proprietorship as one registered already. However, it is advisable that you do a preliminary NUANS name search before you register to ensure no one else is using the name regardless. This is the one time when you should pay for a preliminary name search for your business name. There is no need to purchase a full NUANS report or other name search report for a business name, sole proprietorship or partnership being registered in Alberta and Ontario. All that is required is to do a preliminary name search just to ensure you are picking a name that is different. It is always advisable not to use a name that is too similar to another name since this would be a conflict for your business in the long run. Some business names such as “Bell Canada” have a high standing in the marketplace because of the number of years the name has been registered and the number of people who know the name.

You should be aware that there is no such thing as a Federal Business Name registration, Federal partnership registration or Federal Sole Proprietorship registration. Business names, partnerships and sole proprietorships are governed by the provincial and territorial jurisdictions in Canada.

What is a Preliminary NUAN Name Search

If you purchase a NUANS Name Search Report and the name you wish to use for your incorporation is on the report as registered for another company or business, you will not be allowed to incorporate with that name. It is therefore important that you do a preliminary NUANS name search first in order to ensure before hand that the name is free. Otherwise, if you do not first ensure a pre-check of the name is done and you order a full NUANS report or other form of name search report, your registration could be rejected if the name is too similar or the same as another name registered.

Please note however that preliminary NUANS Name Searches are not fool proof and there is always a chance a conflict will show up on the full NUANS Name Search or other name search report that did not come up during the Preliminary NUANS Name Search.

You can keep buying full NUANS Name Search reports but it will become costly. It is better that you check the name first with a Preliminary NUANS Name search. Resources for Canadian Business Owners provides FREE UNLIMITED preliminary name searches with the purchase of a NUANS or Name Search Report. We will make great efforts to pre-clear your name in advance so that the odds of your proposed name being rejected are reduced.

How do I Arrange to have a Preliminary Name Search

Resources for Canadian Business Owners Inc. will do as many preliminary Name Searches as you wish with the purchase of a full NUANS Name Search or other Name Search Report. If you are not required to submit a name search report with your registration Resources for Canadian Business Owners will be glad to perform a preliminary name search for you at a nominal fee. This service should only be used when a name search report is NOT required

How Long Does it Take to Get a Name Search or NUANS Report

If you are ordering a report from a province or territory that does not accept a NUANS report, it can take a few days to a week to obtain the report. If you are ordering a NUANS name search report, it takes from 40 minutes to three hours to obtain a NUANS Name Search Report. Once you order a NUANS report a confirmation email will be sent to you to let you know that we have received your request. Depending on the number of searches requested at that time it might take us 40 minutes or three hours. Be assured though you will receive the NUANS in the same day whether you order it at 6:00 a.m. in the morning or 10:00 p.m. at night. Frequently we have someone close to the computer for most of the day right up until late evening so feel free to contact us at any time of the day. We are open 7 days a week. We look forward to serving you.

How Long is a Name Search or NUANS Report in effect.

A NUANS name search report will be in effect for 90 days from the date of issue. If yuou do not use the report until after that time you will be required to order a new one and most other name search reports are also effective for a similar length period.

Name Searches for Non-Profit Corporations and Charities

We can provide you with information about registered companies, partnerships, sole proprietorships or operating trade names on the public record throughout Canada including extensive due diligence searching and reporting.

We also provide registration services for Canadian companies, sole proprietorships, partnerships and operating trade names in the provinces and territories of Canada.

Our staff has over 30 years’ experience in corporate law and we will be glad to answer your questions. We take pride in our work and will provide you with the best, fastest, accurate and reasonably priced service available.

Depending on the province or territory you wish to incorporate your non-profit corporation will depend on the type of name report that you get. There is no difference between a name search report for a not for profit corporation or charitable corporation and a share corporation. It is the province or territory that governs the report you get.

For instance, a name search report for a share company being incorporated in Ontario is the same report given to a non profit or charity corporation wishing to incorporate in Ontario, being an Ontario NUANS name search report.

NUANS Search Houses are trained on the best method of performing Preliminary NUANS Name Search reports in order to ensure that the most conflicts to your proposed names can be found prior to ordering a full NUANS Name Search Report.

If you incorporate a numbered company a NUANS name search report will not be required since the government will provide you with the next number in line. An example of a numbered Ontario company would be a corporation having a name such as 9999999 Ontario Inc.

A numbered federal company might be a corporation with a name called 9999999 Canada Inc. and an Alberta numbered company might be 2244444 Alberta Ltd. The numbers are given out consecutively. You cannot choose the number for your company.

3 Oct 2015

Carry on Business in Saskatchewan – Statute Requirements

by Holly Crosgrey | posted in: Carrying on Business in Canada, Extra-Provincial Registration, Foreign Business in Canada, Saskatchewan, Saskatchewan Extra-Provincial Registration, The Business Corporations Act (Saskatchewan) | 0

If a Canadian company, registered in any of the provinces or territories in Canada, wishes to register to conduct business in the province of Saskatchewan, that company may need to be extra-provincially registered in the province of Saskatchewan.

Alternatively, if a company which has been formed in a country outside of Canada, wishes to conduct business in the province of Saskatchewan it may also need to be extra-provincially registered in the province of Saskatchewan.

Requirements to Carry on Business in Saskatchewan

The requirements of a domestic Canadian company to carry on business in Saskatchewan may be entirely different from a foreign registered company carry on business in Saskatchewan since the government will require more information for a company registered outside of Canada before it will grant its approval.

Statute Requirements to be Extra-Provincially Registered in Saskatchewan

This Article’s main scope is to discuss the legal basis for being mandated to register your business in order to carry on business in Saskatchewan.

The Business Corporations Act (Saskatchewan) governs foreign companies carrying on business in Manitoba which includes any company or business registered outside of Saskatchewan.

Before taking steps to register in this province consider what the requirements are since only businesses that fall under the requirements to register must complete and file the documents.

The Business Corporations Act (Saskatchewan) says:

(1) if a business holds a title or interest in a property or land in Saskatchewan, it must be registered, and it may need to be registered before it purchases the land or property in Saskatchewan;

(2) if a business maintains an office or a warehouse or any other type of place of business in Saskatchewan it must be registered;

(3) if a business maintains a telephone number in Saskatchewan it must be registered; and

(4) if the business has an individual(2) who represent the business in Saskatchewan it must be registered.

If your business falls or will be falling under any of the above requirements then it must take steps to register in that province.

Statute Requirements to Register Extra-Provincially in Saskatchewan

The following is the EXACT wording of Section 262 of The Business Corporations Act for those who would like to read the requirements of the statute themselves:

Section 262 of the Act provides “that carrying on business in Saskatchewan occurs if (a) the company holds title or interest in land, (b) the company maintains an office, warehouse or place of business in Saskatchewan, (c) the company has a telephone number in Saskatchewan, (d) the company has a resident agent or representative in that province or (e) otherwise carries on business in Saskatchewan.”

Economy of Saskatchewan

Saskatchewan’s main economy is agriculture. The capital and main commerce centre in the province of Saskatchewan is the City of Regina.

31 Aug 2015

Carry on Business in British Columbia – Statute Requirements

by Holly Crosgrey | posted in: BC Business Corporations Act, British Columbia, Carrying on Business in Canada, Extra-Provincial Registration, Foreign Business in Canada | 0

When considering conducting business in British Columbia is is a good idea to consider whether the business you wish to register needs to be registered to conduct business in British Columbia.

Types of Businesses that must Register to Carry on Business in British Columbia

These requirements will apply to any business in Canada registered outside of British Columbia (domestic business) which wishes to conduct business in British Columbia, and as well, for those foreign businesses that wish to conduct business in Canada (businesses registered outside of Canada in another country).

When a business registered in a jurisdiction outside of British Columbia wishes to sell or provide services in BC, the registration is called an Extra-Provincial Registration.

Summary of Requirements to Carry on Business in British Columbia

A simplified list of what the BC government constitutes conducting business in BC is as follows:

A company registered outside of British Columbia carrying on business in British Columbia MUST register within 2 months.

A company is deemed to be conducting business in BC if

its name is listed in a telephone directory
its name is in an advertisement with a BC address or telephone number
the foreign entity has a warehouse or office in BC
the foreign entity owns land in BC

Statute Language – Carry on Business in British Columbia

For those who would like to know the exact wording of the statute, below is an excerpt from the Business Corporations Act (British Columbia):

Sections 375 (1), (2) and (3) describe what constitutes the necessity to register a foreign business in British Columbia:

“(1) A foreign entity must register as an extraprovincial company in accordance with this Act within 2 months after the foreign entity begins to carry on business in British Columbia.

(2) For the purposes of this Act and subject to subsection (3), a foreign entity is deemed to carry on business in British Columbia if (a) its name, or any name under which it carries on business, is listed in a telephone directory (i) for any part of British Columbia, and (ii) in which an address or telephone number in British Columbia is given for the foreign entity, (b) its name, or any name under which it carries on business, appears or is announced in any advertisement in which an address or telephone number in British Columbia is given for the foreign entity, (c) a resident agent, or (ii) a warehouse, office or place of business, or (d) it otherwise carries on business in British Columbia.

(3) A foreign entity does not carry on business in British Columbia (a) if it is a bank, (b) if its only business in British Columbia is constructing and operating a railway, or (c) merely because it has an interest as a limited partner in a limited partnership carrying on business in British Columbia.

(4) A foreign entity need not be registered under this Act or comply with this Part other than subsection (5) [subsection (5) relates to agent or representative] of this section, and may carry on business in British Columbia as if it were registered under this Act, if (a) the principal business of the foreign entity consists of the operation of one or more ships, and (b) the foreign entity does not maintain in British Columbia a warehouse, office or place of business under its own control or under the control of a person on behalf of the foreign entity.”

24 Aug 2015

Carry on Business in Nova Scotia – Statute Requirements

by Holly Crosgrey | posted in: Carrying on Business in Canada, Corporations Registration Act (Nova Scotia), Extra-Provincial Registration, Foreign Business in Canada, Nova Scotia | 0

If you have a business registered in Canada but outside of Nova Scotia, and you wish to have your company carry on business in Nova Scotia it is best to understand the statute requirements for conducting business in that province before you register your company in Nova Scotia.

Registering a Canadian company registered outside of Nova Scotia, in the Province of Nova Scotia is called registering a Nova Scotia extraprovincial company.

What Businesses must Register to Carry on Business in Nova Scotia

Any company registered in Canada (domestic company) or any company registered in another country outside of Canada (foreign company), that wishes to carry on business in Nova Scotia must register as a Nova Scotia extraprovincial company.

What are the Requirements to Carry on Business in Nova Scotia

The Nova Scotia government simplifies requirements. If you are conducting business in Nova Scotia, you need to register.

Statute Requirements to Carry on Business in Nova Scotia

For those who like to read the actual statute wording, below is what the Corporations Registration Act (Nova Scotia) says about what it means to carry on business in Nova Scotia.

The Corporations Registration Act (Nova Scotia) governs foreign companies carrying on business in Nova Scotia. It says in section 2(b) that any incorporated company or business which wants to conduct business in Nova Scotia, whether it is incorporated in Nova Scotia or outside of Nova Scotia (with the exception of those companies registered in New Brunswick) must be registered to conduct business in Nova Scotia.

23 Oct 2013

Establish a Foreign Business in Canada (Ontario)

by Holly Crosgrey | posted in: Extra-Provincial Registration, Foreign Business in Canada, Ontario, Ontario Extra-Provincial Corporations Act | 0

A Foreign business, incorporated in any country outside of Canada, may register to carry on business in Ontario provided it follows the requirements of the Extra-Provincial Corporations Act (Ontario).

Toronto, is the capital city of Ontario, Canada and it is the largest city in Canada. It is, therefore, a popular place for foreign companies to set up business.

Registration Requirements for Foreign Companies pursuant to the Ontario Extra-Provincial Registration Act

Below are the things to consider before registering a foreign business in Canada along with the requirements under the Ontario Extra-Provincial Registration Act which must be considered before a foreign company starts the process to register to conduct business in Canada.

What Constitutes a Foreign Business Operating in Ontario

The Extra-Provincial Corporations Act (Ontario) governs a foreign business carrying on and operating in Ontario.

The Act defines carrying on business in Ontario if a company:

has a resident agent, representative, warehouse, office or place where it carries on its business in Ontario
holds an interest, otherwise than by way of security, in real property situate in Ontario, or
otherwise carries on its business in Ontario.

What Does Not Constitute Carrying on Business in Ontario

The Extra-Provincial Corporations Act indicates that it does not constitute carrying on business in Ontario if a company

takes orders for or buys or sells goods, wares and merchandise, or
offers or sells services of any type, by use of travellers or through advertising or correspondence.

What Documents are Required in Order to Register in Ontario

Ontario NUANS– A foreign business must have its name pre-cleared for use in Ontario by providing the Ontario government with an Ontario NUANS. An Ontario NUANS report provides the government with confirmation that your name is available. A registered NUANS search house specialist must pre-clear your name before it obtains your NUANS report.

If the name is not available for use the company may conduct business in Ontario under a business name.

Appointment of Agent for Service – The foreign company must have a representative, who lives in Ontario, who will act as agent for service and receive correspondence on behalf of the company. This is sometimes not possible for a foreign company, however, there are individuals and/or companies that will act as agent for service for an annual fee.

Certificate of Status – The foreign company is going to have to provide a Certificate of Status from its home jurisdiction. This certificate will need to indicate:

The name of the corporation
Date of incorporation/amalgamation
Jurisidiction in which the company was incorporated
Confirm the company is valid and subsisting

These certificates are requested from the government pursuant to which the company was incorporated. Not all jurisdictions in every country will provide a certificate of status that show all of this information. In a case where it is not possible to obtain a complete certificate of status, a legal opinion from a solicitor in the company’s home jurisdiction will be accepted.

Licence Issued to a Foreign Company Upon Registration

Once registered the foreign company is provided with an Ontario Extra-Provincial Licence.

Timing of Foreign Registration in Ontario

Once the application has been submitted it will take up to 10 days for the license to be processed.

What Legal Requirements Must be Considered Subsequent to Registration

Federal Tax Return filing requirement – The Canada Revenue Agency governs the collection of taxes in Canada. All companies registered in Canada, including foreign companies registered in Canada, must pay taxes. For to the more information about the requirements refer to: international and non-resident taxes.

Ontario Annual Return filing requirement – The Ontario Corporations Information Act provides all foreign companies registered in Ontario must file an annual return filing each year with the Ministry of Government Services.

Initial Return and Notice of Change filing – The Ontario Corporations Information Act also provides that subsequent to registration (within 60 days) the foreign corporation must file an Initial Return with the Ministry of Government Services. The service that registers your company should also file the Initial Return. Be sure to confirm this upon registration.

The Initial Return outlines the address information, chief officer located in Ontario and the agent for service and its address. If the information changes a Notice of Change is expected to be filed within 15 days.

Federal Business Number – Foreign companies which are registered in Ontario will be required to obtain a Federal Business Number. Further, there are certain accounts that may need to be opened under that Federal Business Number, i.e. (a) HST account, (b) Payroll account, or (c) Import/Export Account.

HST Account – If the foreign company’s worldwide profits are $30,000 or more the company will be required to collect a 13% tax called Harmonized Sales Tax on all sales in Canada;
Payroll Account – If the foreign company has employees in Canada it will be required to open a payroll account; and[margin_5t][margin_5t]
Import/Export Account – If the foreign company intends to import/or export goods it will require an Import/Export Account.

For more information about the accounts refer to Federal Business Number.

Other Considerations

Since some companies wish to conduct business in Canada but will not in the beginning have someone living in Canada, it is sometimes beneficial to have a remote phone service and mail pickup. These services are available for those seeking them.

If you require further information about foreign registration in Canada feel free to contact Resources for Canadian Business Owners.