- Forming a 'Limited' Corporation
- How is a limited corporation formed?
- Corporate Names
- Conducting a NUANS Report to Name Your Corporation
- Corporate Structure
- Where do I go to incorporate?
A "named" name should consist of three parts, or elements. The first part is usually the distinctive element. In the example, "ABC Building Supplies Ltd.", the distinctive element is "ABC". This part should set your name apart from other names, making it easy to remember. The second part describes what the corporation does or is.
In our example, "Building Supplies" is the descriptive element. The third part is the legal element - our legal element in this case is "Ltd." There are other legal elements, one of which must be in your corporation's name.
Accepted legal elements are:
- Unlimited Liability Corporation
- Professional Corporation
Another type of "named" name corporation is a "Professional Corporation" which is a corporation specifically formed for one of the following types of professions:
- Chartered Accountant
- Certified Management Accountant
- Certified General Accountant
This type of corporation will have the person's name, followed by the term "professional corporation". An example of a professional corporation's name would be "John Smith Professional Corporation"."Numbered" Names
A "numbered" name is also comprised of three parts - the numbered part, which is assigned by Corporate Registry, the word "Alberta", and your choice of one of the legal elements. A NUANS report is not necessary for a numbered name.
To incorporate with a "numbered" name, you must specifically request this type of name through the authorized service provider that you have selected.
A NUANS Report (Alberta Name Reservation Report) for a "named" name is required to ensure that no one else has the identical name. If the report shows similar names, you will have to decide if the name you want is too close to the other names listed on the NUANS report. These other businesses may feel very strongly about you using a name similar to theirs and they do have the right to object to the Registrar of Corporations.
The Registrar can force you to change the name of your corporation, so pick your name carefully. Alternately, the other company may have incurred debts or have an undesirable reputation that you may not want your customers to associate to your company. For further information, please refer to the Business Corporations Act and Regulations for rules on Corporate Names.
The NUANS Report is submitted to an accredited service provider at the time of incorporation and must be less than 91 days old and contain all 6 pages. Either the original or the carbon copy is acceptable.
Once a name has been decided, the next step is to choose the structure of your corporation. If you are unsure of what you want, it is a good idea to do some research by visiting a library, looking in the business section of a bookstore, or talking to a lawyer, who will be able to advise you.
You should understand and know what the following terms mean as each must be addressed as part of the incorporation process:
- Share structure
- Any restrictions on the transfer of shares between different parties
- The number of directors in the corporation
- Any restrictions on the type of business that the corporation may conduct
- Any other rules or provisions that the incorporator wishes to include
Once you have gathered all of your information and required documentation, you must take it to an authorized service provider. You must tell the authorized service provider where the corporation is located (registered office) and where you want the corporation's mail to go (mailing address) if this address is different.
You will also be required to submit the names, addresses, and Canadian residency status of your directors.
The authorized service provider will examine your information, and if it meets the current legislated requirements, the provider will process the request and issue you a certificate of incorporation as proof that the registration has occurred.