Business Name Registrations in Ontario: A Complete Guide

Business Name Registrations in Ontario: A Complete Guide

Are you starting a new venture and wondering, ‘Do I need a business name registration?’ In Ontario, understanding the legal requirements for your brand name is a crucial first step.

Historically known as a Master Business License, a Business Name Registration (BNR) is a mandatory filing under the Business Names Act. It applies to anyone conducting business under a name other than their own legal name.

What is a Business Name Registration?

A BNR creates a public record of the individuals or corporations behind a specific brand. It acts as an official ‘operating permit’ that allows you to:

·         Legally advertise your services;

·         Sign business contracts; and

·         Open a business bank account.

Note: A BNR is a matter of provincial compliance, not ownership. It lasts for a renewable five-year period but does not grant exclusive trademark rights or ‘name protection’ against competitors.

1. Sole Proprietorships

For a sole proprietor, a BNR is the bridge between your personal identity and your business brand.

When it’s required: You must register if you use anything other than your exact legal name. For example, if your name is Lucy MacLean, you can operate as ‘Lucy MacLean’ without a BNR. However, to operate as ‘Lucy MacLean Consulting’ or ‘Mojave Vault Landscaping,’ you must register.

Legal Considerations: A BNR does not create a separate legal entity. You and the business are one and the same; you remain personally liable for all debts and legal obligations.

The Purpose: It allows you to prove to the CRA and your bank that you are legally operating under your chosen brand name.

2. Partnerships

In a partnership, the BNR acts as the public record of the partnership’s existence and the identity of the partners.

When it’s required: Almost always. Even if the name consists of the partners' names (e.g., Lucy & Thaddeus), provincial law requires registration to identify the individuals involved.

Legal Considerations: Similar to a sole proprietorship, registration does not grant limited liability.

The Purpose: It serves as a disclosure document. It lists the names and addresses of each partner in the Ontario Business Registry, allowing creditors and clients to verify who is behind the business.

3. Corporations (Operating Names)

For corporations, a BNR is often referred to as an ‘Operating Name’ or ‘Trade Name.’

When it’s required: A corporation is a separate legal entity. If your company is 1234567 Ontario Inc., you cannot trade as ‘Lucky 38 Consulting’ without a BNR. Similarly, if your corporation is Cooper Howard Consulting Ltd. but you want to drop the ‘Ltd.’ for your storefront, a registration is mandatory.

Legal Considerations: Registering an operating name does not create a new legal entity; it simply ‘attaches’ a brand name to your existing corporation.

The Purpose: This allows a single corporation to run multiple brands under one umbrella. It streamlines marketing by allowing you to use ‘cleaner’ names on social media and signage without formal legal suffixes like ‘Incorporated.’

Please feel free to contact us if you need any help in registering your business name, or any other corporate law matters.