Named vs. Numbered Corporation

A named corporation has a distinctive word name — for example, 'Sunrise Bakery Inc.' or 'Patel Legal Services Corp.' The name must comply with the requirements of Section 10 of the Ontario Business Corporations Act (OBCA), the Business Names Act, R.S.O. 1990, c. B.17, and Ontario Regulation 62/05 (Corporate Name Requirements).

Before a named corporation can be incorporated, a NUANS (Newly Upgraded Automated Name Search) report must be obtained to confirm the proposed name is not identical or confusingly similar to an existing corporation, business name registration, or trademark. The NUANS report is valid for 90 days and is submitted with the Articles of Incorporation.

A corporate name must include a legal element — 'Limited,' 'Incorporated,' 'Corporation,' or their French equivalents or abbreviations ('Ltd.,' 'Inc.,' 'Corp.'). The name may not be misleading, suggest government affiliation, or use restricted words (such as 'bank,' 'trust,' or 'insurance') without appropriate authorization.

A named corporation is required when the business wants to operate publicly under its corporate name. Many businesses incorporate with a number and later register a separate operating name under the Business Names Act.

A numbered corporation is assigned a number by the Ontario government at incorporation — for example, '1234567 Ontario Inc.' No NUANS search is required because no distinctive word name is used. The government simply assigns the next available number in sequence.

Numbered corporations are incorporated faster (no NUANS delay) and at slightly lower cost (no NUANS fee). They are commonly used when: - Speed of incorporation is a priority (sometimes same-day completion) - The business plans to operate under a trade name registered separately under the Business Names Act - A holding company is being created that will not interact publicly with clients - The incorporator wants flexibility to choose a name later without the incorporation timeline pressure

A numbered corporation has the same legal standing, rights, and obligations as a named corporation. It can open bank accounts, enter contracts, own property, employ people, and sue and be sued — all in its numbered legal name. The number itself (e.g., '1234567 Ontario Inc.') is the corporation's full legal name.

Many Ontario business owners incorporate as a numbered corporation but register an operating name under the Business Names Act. For example, '1234567 Ontario Inc.' might register 'Sunrise Bakery' and operate as (o/a) 'Sunrise Bakery.'

A business name registration under the Business Names Act differs from a corporate name in important ways: - It is not exclusive — someone else can register the same or similar name in Ontario - It does not provide trademark protection - It expires after five years and must be renewed - Registration must occur before the business name is used

Some business owners incorporate under a specific word name but also operate under a different registered business name for a product line or division.

Critically, operating under a business name does not change the legal entity. Contracts, employment agreements, and legal proceedings still involve the corporation as the legal party — the business name is simply how it presents itself to the public.

Before incorporating under a distinctive word name in Ontario, a NUANS search must be conducted and the resulting report filed with the Articles of Incorporation. The NUANS search is conducted through a government-approved search house or directly through the Ontario Business Registry.

The NUANS report searches: - Existing Ontario and federal corporate names - Business name registrations in Ontario - Registered trademarks in Canada (federal)

A proposed name will be rejected if it is identical or deceptively similar to an existing name. Common reasons for rejection include: - The name is too generic or descriptive (e.g., 'Ontario Consulting Inc.') - The name is confusingly similar to an existing corporation or trademark - The name includes restricted words ('bank,' 'Royal,' 'Canada') without authorization

For businesses committed to a specific name, consulting a corporate lawyer before ordering the NUANS search helps identify potential conflicts and craft a name more likely to be approved.

Federal CBCA incorporation also requires a NUANS search and provides nationwide name protection — the name is checked against corporate names and trademarks across all provinces.

A numbered corporation can be converted to a named corporation at any time by filing Articles of Amendment with the Ontario government. The amendment requires a NUANS report for the proposed name.

The process: 1. Obtain a NUANS report confirming the proposed name is available 2. Pass a special resolution of shareholders approving the name change 3. File Articles of Amendment (Form 3 under the OBCA) with the Ontario Business Registry 4. Pay the applicable filing fee (currently $150) 5. Receive an amended Certificate of Incorporation reflecting the new name

Once processed, all corporate records should be updated — including the minute book, bank accounts, CRA accounts, registered business names, and any contracts referencing the corporation's legal name.

A name change does not affect the corporation's legal continuity — it is the same corporation with the same Ontario Business Registry number, just a new name. Existing contracts entered under the numbered name remain valid.

Elena is setting up a holding company to own shares of her operating business and a rental property. She does not need the holding company to have a public-facing brand name. Her lawyer recommends incorporating it as a numbered corporation ('2345678 Ontario Inc.') — no NUANS search, same-day incorporation, and it will operate exclusively as a passive holding vehicle.

For the operating business, Elena does want a recognizable brand. Her lawyer recommends a named corporation — 'Elena's Design Studio Inc.' A NUANS search confirms the name is available. Articles of Incorporation are filed and a Certificate of Incorporation is issued within a week.

Elena's operating company operates publicly as 'Elena's Design Studio Inc.' and signs contracts, invoices clients, and employs staff under that name. Her holding company '2345678 Ontario Inc.' holds her shares quietly in the background.

This structure is typical for Ontario small business owners: a named operating company and one or more numbered holding companies.