Trade Name Registration in Ontario
Picking a good name for your business is the first step toward building a solid brand and can be instrumental to growing a loyal and engaged customer base. But there are many legal requirements to be aware of when naming your business.
Picking a name
A good business name is clear, distinctive, and gives a favourable first impression of your business to potential customers. It captures the products or services your business offers while distinguishing your business from others that offer the same.
There are limits to what you can name your business. These primarily prohibit portraying your business as an organization that it is not. For example, a sole proprietor could not include “LLP” or “inc.” in their business name. Similarly, names must not portray the business as being associated with the government or a post-secondary institution without written permission to do so.
What is a trade name?
The law requires certain businesses to register an official, legal name. These legal names are often formal and unwieldy for everyday use.
Thankfully, the law lets businesses operate under trade names that differ from their legal name. These can be more flexible and efficient than legal names. Businesses can register unlimited numbers of trade names, but rules exist regarding registration which must be followed to avoid penalties.
Who must register?
Having a trade name is optional, but any business using one must register it or face hefty fines. This requirement extends to every sole proprietorship, partnership, or corporation that operates in Ontario under a name that is not identical to their legal name.
Steps to registration
Ensure a unique name
When considering names, you should confirm whether other businesses have already registered them. While trade names are not exclusive by law, picking a unique name will help avoid market confusion or trademark infringement. Businesses wishing to ensure exclusive name rights may consider seeking a trademark or incorporating.
A basic internet search and a social media search are great places to start. For a more thorough search, you can consult NUANS, a database of Canadian corporate names, business names, and trademarks.
Register your name
After choosing a name, you must file a registration application with CPVSB. This can be accomplished in person, by mail, or online. There are also several third-party government contractors who can facilitate this for you. All available methods entail a fee of $60 – 80.
Once you’ve successfully registered, you will receive a Business Identification Number (BIN) and a Master Business License (MBL). Your MBL is proof of registration, and lists other relevant information about your business.
Registration maintenance
Your business or trade name will require occasional maintenance to prevent expiry and to reflect changes to your business.
Expiration
A registered name is valid for five years, after which it must be renewed. Failing to renew your application will result in its cancellation and will require you to register a new name for your business, so it’s best avoided.
Unfortunately, the government will not remind you when your expiration period is approaching, so it is your responsibility to ensure you are aware of the relevant renewal dates for your business name.
Amendment
Any changes to your business’ address, business activity, or partners, must be filed as an amendment to your original registration within 15 days of the change. This can be done free of charge, as can cancelling your registration, which you should do upon terminating your business.
Changes to your business name or organization type necessitate a new registration altogether.
-Shira Kalfa, BA, JD, Partner and Founder
Shira Kalfa is the founding partner of Kalfa Law Firm. Shira’s practice is focused in corporate-commercial and tax law including corporate reorganizations, corporate restructuring, mergers and acquisitions, commercial financing, secured lending and transactional law. Shira graduated from York University achieving the highest academic accolade of Summa Cum Laude in 2012. She graduated from Western Law in 2015, with a specialization in business law. Shira is licensed to practice by the Law Society of Ontario. She is also a member of the Ontario Bar Association, the Canadian Tax Foundation, Women’s Law Association of Ontario, and the Toronto Jewish Law Society.
© Kalfa Law 2021
The above provides information of a general nature only. This does not constitute legal advice. All transactions or circumstances vary, and specified legal advice is required to meet your particular needs. If you have a legal question you should consult with a lawyer.
