Choosing a Legal Name for your Company in BC
Choosing the Right Name
All corporations need a name. You can give your corporation a specific name (subject to government approval – see below) or you can create what is commonly called a numbered corporation. A numbered corporation is a corporation that has for its name a number assigned by the government followed by “B.C. Ltd.” in the case of a British Columbia corporation or “Canada Inc.” in the case of a Federal (Canada) corporation.
If you’re giving your corporation a specific name government approval is required. Names are assessed for approval according to the following 3 parts: the distinctive element, descriptive element and corporate designation. As a general rule all three parts must be included in a corporate name.
The distinctive element serves to differentiate names having identical or similar descriptive elements, and for that reason, is the most important element. As a rule a distinctive element can’t describe the business that the corporation will carry on. Names such as “Tire Shop Ltd.” and “Shoe Store Ltd.” lack an appropriate distinctive element and would be rejected for that reason. Distinctive elements may, for example, include coined words, geographical locations or personal names that distinguish the corporate name from other businesses (e.g. “Vancouver” in the name Vancouver Tire Shop Ltd.).
The descriptive element describes the nature of the business (e.g. “Brake Shop” in the name “Victoria Brake Shop Ltd.”). A coined word used together with a geographical location or a natural person’s full name is normally considered sufficiently distinctive by itself that a descriptive element is not usually required (e.g. “Bill Brown Ltd.”).
The corporate designation appears last in the name and can be Inc., Ltd., Corp., Incorporated, Limited or Corporation. There is no legal difference between them. It is simply a matter of personal preference in terms of how you think each looks and sounds in your name. For all purposes, using the abbreviated form or long form of a chosen corporate designation is allowed – – they are interchangeable (i.e. Inc. and Incorporated, Ltd. and Limited, and Corp. and Corporation).
Single word names (such as “International Limited”) are normally not sufficiently distinct from other names containing the same word and generally will not be approved. An exception may be allowed if the proposed single-word name contains a coined word that has been trademarked and evidence of the trade-mark is presented to the government with the name request. Each case will be decided on its own merits. Obvious contractions of commons words (e.g. Petrochem, being a contraction of petroleum and chemical) are not considered to be coined words for the purpose of single-word names.
Names also can’t suggest a connection to the government (e.g. the inclusion of “Government” in a name) or to the Crown or Royal Family (e.g. the inclusion of “Prince Charles” in a name) and can’t be objectionable on public grounds (e.g. the inclusion of a vulgar expression, obscene word or connotation, or a racial, physical or sexual slur in a name).
Assuming that your name choice satisfies the government’s name requirements, the government will then check whether your name choice is too similar to another registered name.
For British Columbia corporations, the government looks at only the names on its corporate register which is a listing of corporations that are registered in British Columbia.
For Federal (Canada) corporations, the government looks at a NUANS report which must be obtained and submitted with a name approval request. The NUANS report is a search of Industry Canada’s NUANS system, which is a computerized search system that compares a proposed corporate name with a database of corporate names, business names and trade-marks that are registered in the participating Canadian jurisdictions (excluding Quebec). NUANS stands for Newly Updated Automated Names Search.
As a general rule, a name choice will be rejected if it is so similar to any other corporate names registered in British Columbia in the case of a British Columbia corporation or to any other names that appear in a NUANS report in the case of a Federal (Canada) corporation that the public is likely confuse the names or otherwise be misled by the similarities.
To avoid or minimize the possibility that your name choice could be rejected or infringe upon someone else’s rights, despite being approved by the government, and to avoid legal action that could arise from any such infringement, you should also conduct your own research and should not rely solely on the government’s name decision.
For example, you could review telephone listings, business directories and other available publications and search the internet for similar business names. Industry Canada’s trade-mark database can also be searched for free at www.cipo.ic.gov.ca, which is the website of the Canada Intellectual Property Office – – an agency of Industry Canada.
If you’re using our online incorporation service and have not yet obtained government approval of your name choice we can request approval of your name as part of your incorporation or you can wait and use our online incorporation service after your name choice is approved.
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