Number Name
Incorporation is permitted under a number, with the number being determined by the B.C. government. The result will be something like 234567 B. C. Inc. The use of a number name can make incorporation quicker. I don’t recommend a number for companies that are doing business with the public as many people are suspicious of numbered companies. However, you can incorporate under a number and then carry on business with a name, provided you register your name under the Business Names Act.
Elements of a Corporate Name
Generally, a corporate name consists of three elements:
- a distinctive element which helps to distinguish the corporate name from that of other businesses. Two good examples are a surname and a made-up word.
- a descriptive element which describes the nature of the business, such as Consulting, Gardening, or Trucking
- a mandatory legal element, such as Incorporated, Inc., Limited, Ltd., etc.
Corporate Name Approval
In order to avoid confusion in the market place and to protect the consumer, all jurisdictions in Canada regulate corporate names, but the degree to which they do so varies widely. In B.C., you must seek the approval of Corporate Registry. You submit a Name Approval Request form in which you can list your top 3 choices for a name, in the order you want them. It will be reviewed, and the first one approved will be reserved for you for 56 days. The easiest way to do this is online, and the cost is about $32.00.
Incorporation Does Not Protect Your Name
When the business is incorporated, the government is merely acknowledging the ‘birth’ of a new legal entity – the corporation. The government is not guaranteeing that you have the right to use that name. It’s up to you to pick a good name, and if someone else doesn’t like your name later, it’s your problem, not the government’s. This is quite clear in one of the government’s documents.
It is not incorporation that protects the corporate name. The corporation, just like any natural person, has the ‘common-law’ right to prevent others from trying to ‘pass-off’ their goods and/or services as coming from the corporation. But this is based on the name and reputation of your business, and not on its incorporation. If a dispute develops with another business, the ‘common-law’ rules apply. The date of incorporation is not conclusive. The most effective way of protecting a name is by trademark, and registering the trademark provides the best protection.
Use of Corporate Name
Upon being incorporated by the B.C. government, your corporate name is automatically registered in the list of businesses doing business in B.C.. This is what is commonly known as ‘registering’ the corporate name. All it means is that your name has been registered in B.C.. It does not mean you have the right to carry on business outside B.C.under that name. If you do business outside B.C., you are generally required to register your name in that province. Please note that your request to do business under that name may be refused, depending on the jurisdiction.
If you are a federal corporation doing business in a province, then you are required to register under the Business Names Act as an extra-provincial corporation.