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Request Summary Section
Congratulations, you are
going to incorporate a company.
BEFORE YOU BEGIN…
To incorporate, you must
file completed articles of incorporation with a current NUANS name search. You
may order the NUANS name search and file your Articles of Incorporation
electronically through this website.
SEARCHING YOUR BUSINESS
NAME
You are required to obtain an
Picking Your Corporation Name
When picking your Corporation Name you should keep the
following in mind:
The
name must contain a legal element – ‘Limited’, ‘Limitee’,
‘Ltd.’, ‘Ltee’, ‘Incorporated’, ‘Incorporee’,
‘Inc.’, ‘Corporation’, ‘Corp.’
Note – When filing electronically, French
words with accents like Incorporée, Limitée or Ltée cannot be
accommodated at this time.
The name
cannot contain multiple spaces.
The first 5 consecutive characters cannot be numbers.
The name for an
A
corporation shall not have a name,
(a) that contains a word or expression prohibited by the
regulations;
(b) that is the same as or, except where a number name is
proposed, similar to,
(i) the name of a known,
(A) body corporate,
(B) trust,
(C) association,
(D) partnership,
(E) sole proprietorship, or
(F) individual,
whether in
existence or not, or i) the known name under which any body
corporate, trust, association, partnership, sole proprietorship, or individual,
carries on business or identifies himself, herself or itself, if the use of
that name would be likely to deceive; or
(c) that does not meet the requirements prescribed by the
regulations.
Exception to
subs. (1) -- s. 9(2)
A corporate name shall not be primarily or only a
combination of punctuation marks or other marks that are permitted and the first character of the corporate
name cannot be a space or a punctuation mark. Permitted Punctuation marks are: ! “ “ # $ % & ‘ ( ) * + , - . \ / : ; < =
> ? @
The name of a corporation shall not exceed 120 characters in
length, including punctuation marks and spaces; and
A corporate name shall not contain a word or expression, an
element of which is the family name of an individual whether or not preceded by
his or her given name or initials, unless the individual or his or her heir,
executor, administrator, assigns or guardian consents in writing to the use of
the name and the individual has, had or will have a material interest in the
business.
This does not apply Subsection (1) does not apply where the
corporation that will use the proposed name is the successor or affiliate of a
person other than an individual that has as an element of its name, the family
name, where,
(a) the person consents in writing
to the use of the name;
(b) if the proposed name would contravene clause 9(1)(b) of
the Act, the person undertakes in writing to dissolve forthwith or change its
name to some other name that complies with clause 9(1)(b) of the Act before the
corporation proposing to use the name commences to use it; and
(c) the proposed name does not
contravene section 6.
The
following legal elements must end with a period Ltd., Inc., Corp.
Only letters from the English alphabet or Arabic numerals or a combination, together with the necessary punctuation marks, may form part of the corporate name.
No word or expression in any language, that is obscene or
connotes a business that is scandalous, obscene or immoral or that is otherwise
objectionable on public grounds, shall be used in a corporate name.
No word, expression or abbreviation, the use of which is
prohibited or restricted under an Act or Regulation of the Parliament of Canada
or a province or
The following words and expressions shall not be used in a corporate
name:
1..
"Amalgamated", "fusionné" or any
other related word or expression in French, unless the corporation is an
amalgamated corporation resulting from the amalgamation of two or more
corporations.
2. "Architect", "architecte",
"architectural", "d'architecture"
or any variation thereof, where such word suggests the practice of the
profession, except with the written consent of the Council of the Ontario
Association of Architects.
3. "Association".
5. "College", "collège",
"institute", "institut",
"university" or "université" if
the word would lead to the inference that the corporation is a university,
college of applied arts and technology or other post-secondary educational
institution.
6. "Condominium", "condominial"
or any abbreviation or derivation thereof.
7. "Co-operative", "cooperative" or any
abbreviation or derivation thereof.
8. "Council" or "conseil".
9. Digits or words that would lead to the inference that the
name is a number name.
10. "Engineer", "ingénieur",
"engineering", "génie", "ingénierie" or any variation thereof, where such word
suggests the practice of the profession, except with the written consent of the
Association of Professional Engineers of Ontario.
11. "Housing", "habitation" or "logement", unless the corporation is sponsored by or
connected with, the Government of Canada, the Government of Ontario or a
municipal government in
12. "Veteran", "ancien
combattant" or any abbreviation or derivation
thereof unless there has been continuous use of the name for a period of at
least twenty years prior to the acquisition of the name.
13.
Numerals indicating the year of incorporation unless section 4 applies or it is
a year of amalgamation of the corporation.
14. .Any word or
expression that would lead to the inference that the corporation is not a
business corporation to which the Act applies.
No word or expression that suggests that a corporation,
(a) is connected with the Crown or the Government of Canada,
a municipality, any province or territory of Canada or any department,
Ministry, branch, bureau, service, board, agency, commission or activity of any
such government or municipality;
(b) is sponsored or controlled by or is associated or
affiliated with a university or an association of accountants, architects,
engineers, lawyers, physicians, surgeons or any other professional association
recognized by the laws of Canada or a province or territory of Canada; or
(c) carries on the business of a bank, loan company,
insurance company, trust company, other financial intermediary or a stock
exchange that is regulated by a law of Canada or a province or territory of
Canada,
shall
be used in a corporate name without the consent in writing of the appropriate
authority, university or professional association, as the case may be.
No word or expression that suggests that a corporation is
connected with a political party or leader of a political party, where the
purpose for which the corporation is incorporated is of a political nature,
shall be used in a corporate name.
No word or expression that misdescribes,
in any language,
(a) the business, goods or services
in association with which the corporate name is proposed to be used;
(b) the conditions under which
goods or services will be produced or supplied or the persons to be employed in
the production or supply of these goods or services; or
(c) the place of origin of the
goods or services produced or supplied by the corporation,
shall
be used in a corporate name.
Identical Names – The name of a corporation formed by
the amalgamation of two or more corporations may be identical to the name of
one of its amalgamating corporations, if the name is not a number name
(S.10 of the Regulations).
A corporation may acquire a name
identical to that of another corporation if it meets the requirements of
Sections 6(1) and 6(2) of the Regulations.
Before the name can be duplicated
under Section 6(2), Companies and Personal Property Security Branch policy requires
that a legal opinion accompany the articles being filed. The legal
opinion must be by an individual lawyer (not a law clerk of the firm). It
must also clearly indicate that the corporations involved comply with Section
6(2) by referring to each clause specifically.
Requirement for a Name that is not
Identical –
Corporation names can only be duplicated in the case of an amalgamation, or
where the corporations comply with S.6 (1) or S.6 (2) of the Regulations.
All other instances prohibit the use of a name for a corporation that is
identical to the name or former name of another corporation, whether the name
is active or not (S.6 (1) of the Regulations).
In order to acquire a name that is
not identical, the name may be varied by the addition or deletion of words,
numerals, or initials, or by substituting one of the other required legal
elements or their corresponding abbreviations.
The addition or deletion of
punctuation marks or other symbols is
not sufficient to make the name different for the purposes of the act (S.7
of the Regulations).
1) Complete NUANS search - NUANS Report - Comprehensive
This is a 5 page computer
report, searched against Industry
2) NUANS Preliminary - Basic
A copy of the NUANS database will reveal identical and
similar names for businesses, corporations
& trade marks. Use Name Search Access to download your results within
minutes.
For staff assisted services you will receive your results by
e-mail within 3 hours of placing your order.
You will receive your
preliminary search results usually within minutes.
·
You can pay by Credit card. If you have an account with ESC Corporate Services Ltd., you can utilize your ESC Corporate Services Ltd. account.
REGISTRATION TYPE:
Articles of Incorporation
Please note that only Articles of
Incorporation for Ontario Business Corporations can be filed electronically.
Ontario Corporation Non-share, Credit Union, Social Club (with share and
Non-share), Co-Operative (with share and Non-share) and Loan and Trust
Corporations cannot be filed electronically.
Initial Return/Notice of Change without Data Extract
Corporations must complete and submit an Initial Return to
the Companies and Personal Property Security Branch within 60 days after the
date of incorporation, amalgamation or continuation. After filing an
Initial Return, corporations must complete and submit a Notice of Change to the
MGS within 15 days after any change takes place (e.g., when a corporation
changes its address, directors or officers).
Initial Return/Notice of Change with Data Extract
Prior to filing your Initial Return/Notice of Change, you
will also have the opportunity to order an electronic data extraction report
commonly referred to as a data extract. When you order a data extract, the most
current information on file with the Ministry will be provided. This is recommended prior to filing
particularly when removing officers and directors. Directors and officers not
removed in the same manner as they exist in the database will result in
dangling duplicate administrators.
Annual Return Filing without Data Extract
Legislation reintroducing Annual Returns for corporations
came into force on January 1, 2000. The Ministry of Government Services and the
Ministry of Revenue have developed an integrated filing process for annual
information and corporation tax returns. Ontario business
corporations, foreign extra-provincial corporations and corporations
incorporated under the Corporations Act are required
to file an Annual Return.
A corporation can file an Annual
Return any time during the calendar year, but must file before the prescribed
due date for the particular type of corporation. For example:
The Annual Return portion of
the integrated filing and the non-profit return can be filed electronically
Annual Return Filing with Data Extract
Prior to filing your Annual Return, you will also have the
opportunity to order an electronic data extraction report commonly referred to
as a data extract. When you order a data extract, the most current information
on file with the Ministry will be provided. This is recommended prior to filing
particularly when removing officers and directors. Directors and officers not
removed in the same manner as they exist in the database will result in
dangling duplicate administrators
Annual Return Filing –Deficiency with Data Extract
If a Deficiency Notice has been
sent by the Ministry of Government Services, there is an error with the
previous filing. Information is either incorrect or missing. Current date is
extracted from the ONBIS system to correct the current information in the ONBIS
database prior to filing the Annual Return.
Data Extract Only
Current data is extracted from the ONBIS System to confirm the current information in the ONBIS database.