Frequently Asked Questions

What is Registry Complete?

Registry Complete, by ESC is an online web-based portal that enables users to register a business name, incorporate a company, conduct searches, and order corporate supplies. You will fill out the online application and receive your documents by email in as little as an hour.

Who must register under the Business Names Act?

The Ontario Business Names Act administered by the Central Production and Verification Services Branch applies to:

sole proprietorships (one owner) carrying on business under a name other than the individual’s full name;
partnerships carrying on business under a firm name other than the full names of the partners;
corporations carrying on business under a name other than their corporate name;
an existing general partnership or limited partnership registering a business name different from the registered firm name;
limited liability partnerships;

When to register a business name?

You must register a business name if:

it’s different than the registrant’s own full name if the registrant is an individual
your business is a corporation operating under a name other than its corporate name
your business is a partnership carrying on business under a firm name other than the full names of all the partners
your business is a limited liability partnership, extra-provincial limited liability partnership, or extra-provincial limited liability company
limited liability partnerships;
your business name has expired and can no longer be renewed;
The registration is effective for 5 years. Then it must be renewed

What is a corporation?

A corporation is a business entity considered to be a legal person that is distinct from the shareholders who own it. A corporation can borrow money, pay taxes, hire employees, commence or be subject to a lawsuit, and own property. The shareholders may participate in the corporate profits through the payment of dividends.

What are the advantages and disadvantages of a corporation when compared to other business entities?

The biggest advantage of an incorporation is limited liability for shareholders. Under law, a corporation is considered to be a legal person that is distinct from the shareholders who own it. This means that individual shareholders are not personally liable for the debts and obligations of the corporation. If a corporation fails, the shareholders will lose the amount of equity invested with their shares. One disadvantage of a corporation is that income is taxed at two levels: first on income for the corporate entity, and then at the shareholder level where shareholders are taxed on any dividends they have received.

What is a Numbered Corporation?

A Numbered Corporation is a corporation that has been assigned a number as a corporate name. The name of a Numbered Corporation will consist of three parts:

An assigned number, i.e. 1111111.
The word "Ontario"
Your choice of suffix (Limited, Limitee, Incorporated, Incorporee, Corporation, Ltd., Inc. or Corp.) i.e. Ltd.

In the above example, the name of the Numbered Corporation is 1111111 Ontario Ltd.

What is a Named Corporation?

A Named Corporation is a corporation that has had a name selected for it by its incorporator(s) and/or director(s). The name should ideally consist of three parts:

A distinctive element, i.e. XYZ.
A term that describes the business dealings of the corporation, i.e. Distribution.
Your choice of suffix (Limited, Incorporated, Corporation, Ltd., Inc. or Corp.), i.e. Ltd

In the above example, the corporation’s name would be XYZ Distribution Ltd.

While there are marketing and trademark advantages that the name contains a distinctive element and describe the business dealings of the Corporation, there is no legal requirement for either. At a bare minimum, the name MUST end with one of the suffixes (Limited, Incorporated, Corporation, Ltd., Inc. or Corp.), be unique and not use any words or expressions prohibited by regulation. The first character of the name of a corporation must be an Arabic numeral or alphabetic letter of the English language.

Each corporation must have a unique name. Before a selected corporate name can be registered, it must first be searched in the NUANS database to see if it is unique.;

Generally, no corporation may have a name that:

is too general
is only descriptive, in any language, of the quality, function or other characteristics of the goods or services in which the Corporation deals or intends to deal
is primarily or only the name or surname of an individual who is living or has died in the last 30 years
consists primarily or only of a geographic name

What happens if the name I choose is already registered?

If the name you choose is already registered, your proposed name will be rejected. In this case, ESC will ask you to either choose a new name for your Named Corporation, select to have a Numbered Corporation, or cancel your incorporation filing. You will not be charged to have your corporation filed until it has passed the NUANS search, and you have given your approval. However, the NUANS search fee is non-refundable, and you will be subject to a new fee for every NUANS search you request.

You can search up to three names with each NUANS search.
What if the name I choose is similar to another Named Corporation?

If your proposed name is not identical to another Named Corporation, but it is so similar that it could cause confusion, it will most likely be rejected. For example, if Light Speed Printing Ltd. already exists, Lightening Speed Printing Limited and Lite-and-Fast Speed Printing Ltd. will most likely be rejected. Even if a name is not rejected, you should still consider the potential confusion and aggravation that a similar name could cause. ESC will advise if there are similar names already in existence allowing you to decide to proceed or to select a new name prior to completing the registration.

Is a Corporate Name the same as a Trademark?

No – a corporate name is not a trademark. A trademark is a distinctive sign, design or logo that distinguishes goods, wares, and services from that of competitors. While a corporate name may become a trademark through application or use, its registration alone does not establish a trademark.;

Is my Corporate Name registered throughout the world or just Ontario?

Your Corporate Name will be registered with the Government of Ontario.

What are Articles of Incorporation?

The Articles of Incorporation is a document that is filed by the individuals organizing the corporation. The Articles of Incorporation describe the purpose of the corporation as well as the share structure. The Articles will also list the names of the individuals who are acting as initial directors for the corporation. Any details of share transfer restrictions, and business activities will also be included in the Articles of Incorporation. The actual rules governing the management of the corporation would be contained in a separate document called the Bylaws.

What are the standard details of Articles of Incorporation?

The following are ESC's standard details for its articles of incorporation:

There is no restriction on the business that the Corporation may carry on.
The minimum number of Directors is one (1), with a maximum of ten (10).;
The Corporation can issues shares without nominal or par value for two classes of shares.
- Class "A" shares are Voting Common Shares;
- Class "B" shares are Non-Voting Common Shares;
The Corporation is a Private Issuer as deemed by National Instrument 45-106:
- No share transfers can be made without the consent of the Board of Directors or a Unanimous Shareholders Agreement.
- Share ownership is restricted to less than 50 individuals, unless specified in law.
- No shares will be available for sale to the public.
The holders of Class "A" Common Shares and Class "B" Common Shares shall be entitled to receive a dividend, when and as specified by the Board of Directors of the Corporation.

Can I make changes to my incorporation once I have ordered?

ESC can not guarantee that once the registration has been submitted to the ministry it can be stopped or changed. Please contact our support team as soon as possible and we will make every effort to help you with your order.

Am I registering through an official government channel?

Yes. Business Complete is a product of ESC Corporate Services, a licensed government service provider under contract with the Ontario Ministry of Government Services.

Is it same-day service? What are the timelines like?

In most cases, Ontario business name registrations done through Business Complete are ready in as little as an hour. Applications submitted outside of business hours take a little longer, up to a day or two.

How do I register a business name in Ontario?

It could not be easier. The Business Complete online application takes just a few minutes to fill out. All you need is the name you want to give your business, a business address and owner’s information.;

What is the difference between Sole Prop, Partnership, and Trade Name?

A Sole Proprietorship is where there’s one person in charge of the business, eligible for all of the profits, but liable for all the losses. A registered partnership shares both between individuals or corporations, and a trade name is what a corporation registers when they want to do business under a brand name

Should I register a business name or incorporate a company?

It depends on how you want to do business. A sole prop means you are the boss, with all of the profits, but also all of the liability. A corporation is a more complex structure with shared liability and profit possibilities. If you are not sure, speak to an accountant
Read more here.

What is a Corporate Minute Book?

A minute book is a loose-leaf binder used to store all important corporate documents such as the articles of incorporation, the minutes of shareholders and directors’ meetings, stock certificates, tax filings, by-laws, and other legal documents. These records are usually stored in a physical binder. The OBCA specifically states that these records can also be electronic.

Do I require a Minute Book?

A minute book is used to fulfill the record keeping requirements of the Business Corporations Act, R.S.O. 1990, c. B.16 (“OBCA”). If your corporation is a Canada Corporation, meaning it is incorporated under the Canada Business Corporations Act (R.S.C., 1985, c. C-44) (CBCA).

In addition to being required by legislation, a corporation should maintain a minute book for the following reasons:

A well-maintained corporate minute book prevents disputes as decisions and ownership percentages are well documented.
If you sell your business or attempt to raise money from investors, a minute book review will be conducted by counsel for any potential buyer or investor.;
The corporation’s accountants and the Canada Revenue Agency may need to review your corporate records.