I know... I know... that cliché has been used hundreds of times to provide a quirky article or headline title.

But seriously, what is in a name?

What does your own name say about you? Is your First or Last name exotic, common, strong, or do you despise your name? Do people remember your name, or pause in thoughtful reflection when they hear it?

So now I need to ask... What will your business name be? Is it easy to hear when you say it over the telephone? Is it easy to spell? Is it easily recognizable? What will your business name say about your company?

Finding the right business name is a major challenge for new start-ups. As Corporate Paralegals, we see it every day. The most common frustration for entrepreneurs is finding out that not EVERY business name is register-able, and that finding a register-able name can become a tedious task. Your business name must not conflict with any other existing business names currently registered.

And with the significant increase in the amount of new businesses starting up, most companies are not able to register the name they initially want.

A great business name includes a Distinctive and a Descriptive element.

Your Distinctive element is what sets your company apart from everyone else in your industry. Having your name accurately reflect your corporate image and be recognizable to your clients should be your ultimate goal in creating your name.

Make it marketable and memorable.

A Distinctive name needs to be unique; therefore it should not be a word that can be commonly found in the dictionary.

Or your Distinctive element can be a small and memorable phrase. These qualities all make a great business name and trademark. Always keep the idea of trademarking your Distinctive element in the back of your mind. You might be starting off small now, but do not let your business name limit your potential!

Trademarks are the ultimate name protection, and they should be considered. If you have a name that can be trademarked... then you've got a name you can market.

We use the example of "Xerox" all the time. This is a fictitious and unique word. However, as soon as you read the word Xerox, you instantly thought of the company, or paper, or the photocopy machine that just broke down in your office. You knew what I meant instantly.

"Xerox" leaves a lasting impression on clients. In contrast, the name, A & B Consulting Inc. will be forgotten within minutes of it being spoken.

Your Descriptive element is very important as well. This will tell your customers what you do. Pretend you are skimming a magazine and you saw these 2 business names in the ads of the magazine.

Name 1: Loafin' Around Bakery Ltd.

Name 2: Apex Designs Inc.

You know immediately that Loafin' Around is a bakery and sells baked goods. You also probably chuckled at the name, which is great marketing.

Were you instantly aware of what kind of "Design" work Apex provides? Is it Interior Design, Architectural Design, Landscape Design, or even Clothing Design? The name is not descriptive enough to present a clear picture to you, the potential client.

The definite trend in the last few years is for people to try and stay away from including a descriptive element. Many business owners feel that describing their services can limit them. In a way, it can. Apex may provide both architectural and interior design services. Therefore listing only one service in the business name can certainly be seen as limiting.

However, registering a name without a description is too vague, and often not register-able. Most often the business name is just not strong enough without the description. I would not suggest trying a business name without a descriptive element unless your new business is going to have a VERY distinctive element, such as "Xerox".

Since the entrepreneurial spirit is so strong in Canada, it is becoming more difficult for businesses to find and register a name. A fantastic Distinctive and Descriptive element in your business name will simplify your incorporation processes and it will help in your marketing and trademarking efforts.

Accurately expressing your business services and wares in your business name will make your company name stronger as well as more identifiable to customers. Don't waste those first marketing moments; tell us what you do right in your corporate name.

Make sure to check out video guide on How to Build a Great Business name for additional ideas and hints.

As an entrepreneur in Canada, you may be eager to incorporate your new business based on the advice of your lawyer, accountant, or even a fellow entrepreneur. Why? Simple - there are often many benefits of incorporating versus registering a Trade Name or Sole Proprietorship (Solopreneur). In the simplest terms, an Incorporation is a legal entity that generates revenues and files taxes. It provides a basic shield of protection to you, the businessperson, and the revenues of the Corporation will most likely be taxed at a lower amount than a solopreneur.

This document acts as your starting guide to incorporating your business, and the benefits of doing so through Arvic Search Services. Trade Name or Sole Proprietorship registrations are also described to help you make the best business decision.

Steps to Incorporating

In most jurisdictions, incorporating is a simple, two-step process:

1. Fill out the appropriate Incorporation Form online.
2. Complete the pre-registration confirmation stage that will come from the Arvic Staff.

Decisions, Decisions, Decisions

Before you even begin the online forms, you will need to make four key decisions.

1. For detailed information on each of these, please refer to the "Incorporation Types" section below.
2. Will you have a Named or Numbered Corporation? This is a personal decision more than anything.
3. After completing your NUANS® pre-screen, decide if your name is strong enough to incorporate. For detailed info on this, see the "Corporate Names" section below.
4. Decide which Arvic Incorporation Package and Corporate products you would like.

Required Information for Completing Online Incorporation Forms

Before you go to the incorporation forms on the Arvic website, you will need the following information on hand:

1. Addresses of the Corporation
2. Directors: Full names, addresses and identification number (such as Driver's license Number) of EACH Director and their Officer Appointment position in the Company (i.e. President, Secretary, Treasurer, etc.).
3. Shareholder names and addresses: if we are to complete your Corporate Resolutions and issue your Shares as part of our Full Incorporation or Resolution Add On.

Articles of Incorporation: Are They Necessary?

One of the greatest benefits of using our Corporate Paralegal service is having access to our Lawyer and Accountant "Approved" Articles of Incorporation. Our complex set of shares will be able to continue to meet the needs of your business as it grows. Additionally, if you have specific share structure needs, we are able to accommodate this as well.

By using our Articles of Incorporation, you will save yourself the time and hassle of drafting your own articles, including the costs needed to amend those articles with the Registrar in a year or two when they are no longer relevant to your most current business structure.

Your Next Steps

The rest of the guide will help you make the decisions and gather the information needed to fill out your Incorporation forms.

And don't forget... if you don't like online forms, you can always give us a call. We are here to make your incorporation as easy and stress-free as possible!

Incorporation Types

There are two different levels of incorporation and your next step will be to decide which best suits your Corporate needs.

1) Provincial Incorporation

Most entrepreneurs choose a Provincial Incorporation. You select the Province in which you will do business, and Arvic incorporates you there. Nice and easy!

Professional Corporation

You are a Lawyer, Accountant or Physician starting your own practice. To do this, you need to have a Professional Corporation approved by your Profession's Governing body. As this varies by profession, Arvic can guide you to the appropriate body.

Independent Contractor

If you will be a consultant or contractor that will now work on a per-contract basis with corporations, this is the best package for you.

2) Federal Incorporation

A Federal Corporation provides corporate name protection across Canada. However, a Federal Corporation cannot exist just on its own. It is meant to have an Extra-Provincial registration attached to it.

For example, if you have are going to be operating your Federal Corporation in Alberta, you would then need to file an Alberta Extra-Provincial Registration along with your Federal Corporation.

*Many Ontario corporations opt to incorporate federally so that they can take advantage of the free Extra-Provincial filing into Ontario.

Registration Types

If creating a separate Legal Entity through Incorporation isn't in your best interest, then registering your business name as a Trade name or Sole Proprietorship in your Province or Territory is the step you will need to take.

Trade Name/Sole Proprietor

This registration is also known as a "Doing business as" or "Operating as" type of registration. A term that is also becoming popular is Solopreneur. Operating a Trade Name is less expensive and is a great starting point for your new business venture. Be aware though, Trade Names have no name protection.

Extra-Provincial Registration

This registration is used when you already have a Provincial, Federal, or Foreign Incorporation and you wish to register into a new Canadian jurisdiction.

Corporate Names

Corporate Names come in many numbered or named varieties.

Numbered Corporations are traditionally faster to incorporate, and you can complete a name change later once you find the right corporate name that represents your company. When registering a Numbered Corporation, your number will be auto-generated (i.e. 78452158 Alberta Ltd.). This number becomes your corporate name.

A Named Corporation will need a NUANS® (Newly Upgraded Automated Name Search) or Name Reservation Report completed before the incorporation process starts. This Name Reservation Report will reserve your proposed name for 90 days to give you that time to Incorporate.

You can opt to have Arvic complete your NUANS®/Name Reservation Report at the same time you fill out your Incorporation forms, or you can complete the NUANS®/Name Reservation Report first.

We offer three free NUANS® Pre-Searches per NUANS® report ordered, allowing you to check your proposed corporate name availability before you purchase the official reservation report. The pre-searches can save you time and money, therefore, we suggest you use them and use them wisely. Read the NUANS®/Name Reservation Guide for more info!

Addresses

Registered Office Address

This is the primary business address. It must be accessible to public during normal business hours and CANNOT be a PO Box. It needs to be a street address or a Legal Land description.

In Alberta; if you only have a PO Box, are a home-based business and do not want your home address accessible to the public, or if you move frequently, or do not have an address that is accessible to public on a regular basis, we suggest using the Arvic Registered Office Address service. For a yearly fee, the Arvic address will be listed as your Registered Office Address for us to receive your mail on your behalf. We will forward the Corporation's mail to the mailing address you've provided us, file your Annual Return, and complete your Resolutions after your Corporation's Anniversary Date on your behalf.

Records Address

Provide a records address if this will be different than the Registered Office Address (i.e. a PO Box or home address).

Mailing Address

Provide a mailing address if this will be different than the Registered Office Address (i.e. a PO Box or home address).

Directors

A Director is a person that manages the affairs of a Corporation and will also have an Officer Appointment, such as President, Vice President, Treasurer, and Secretary. All Directors and their information (address and identification numbers) must be included on your Incorporation forms.

Shareholders

A Shareholder is a person who owns shares in a Corporation. It is not a requirement to start the Shareholders of a Corporation at the time the Corporation is created with the Registrar. However, if Arvic will be completing Resolutions with your Minute Book, we will need the Shareholder information.

We will also need to know how many shares the Corporation will be issuing, (i.e. 100 shares) and what percentage each Shareholder will receive (i.e. 50%).

Articles of Incorporation

As Arvic is a firm of Corporate Paralegals, we have a set of Articles of Incorporation that are tailor-made for our clients and are very flexible. These articles are both lawyer and accountant "Approved", however, if your lawyer or accountant has provided you with Articles, please feel free to supply them to us via email (preferably in .txt format) and we can use them when completing your incorporation.

Conclusion

Now that you know what all is involved with the Incorporation Process, please use our online Incorporation Order forms , or call for any questions left unanswered!

In Canada you can choose to register a Trade Name instead of incorporating. Trade names are commonly known as Sole Proprietorships, or business names. You are "Doing Business as" your Trade Name within your Jurisdiction. There are no Annual filings to be completed with the Corporate Registry for a Trade Name registration and it will remain on the Registry until you decide to Dissolve it.

The initial costs to start up a Trade Name are significantly less than incorporating. However, you have no business name protection, you have no liability protection and your revenues will be recorded on your Personal Income tax.

Still, many people choose to start as a Trade Name and then when their business becomes successful they turn it into Incorporation. You can have a discussion with your Accountant to see if operating a Trade name is a good decision for you.

In most jurisdictions, a NUANS or Name reservation is not required to register your Trade Name. However, it is strongly recommended that you see what other businesses are currently registered or proposed before you register your Trade Name. Since Trade Names have no name rights you could find yourself in one of two situations:

1. You have registered a Trade Name that is similar to a Corporation's name and they have sent you a Cease and Desist notice to stop you from using your name
2. Your business is flourishing and now it is in your best interest to Incorporate. However, you cannot incorporate your Trade Name due to the existence of a similarly named Corporation.

Running a NUANS report and evaluating the possible conflicts would certainly help you avoid situation #1. In addition, if the Corporation in situation #2 was incorporated before you had registered your Trade Name, you would have seen that on a NUANS report as well.

Therefore you would have avoided losing your business name in both instances if you had completed a NUANS report prior to registration.

Make sure to watch our Arvic Search Services Inc. video guide on How to Build a Great Business Name to learn how to build a strong business name to turn into Incorporation in the near future!

Use the navigation links if you are ready to run your NUANS or Name reservation report or if you are ready to Register your Trade Name.

When starting a business people typically choose between two different business structures.

You have the choice between a Trade Name registration (also known as a Sole Proprietorship) and Incorporation. Please see our Guide to Incorporation for a full listing of all the Incorporation and Registration types available to you.

For the purposes of this article we will briefly discuss the differences and benefits to registering a Trade name vs. Incorporation.

Trade Name Registration	Incorporation
Lower registration cost No Name Rights Revenues recorded on your Personal Income Tax Declarant personally liable for failures	Higher incorporation cost Name protection in your jurisdiction Revenues recorded on Business Income Tax Directors not personally liable for failures

Costs

The first difference Entrepreneurs will notice is that the cost to register a Trade Name is far less than the cost to Incorporate. The reason incorporating is more expensive is because the corporation will be a new entity that makes its own money, files its own taxes and takes its own risks. Whereas a Trade name registration is just an extension of you and you will make your own money, file your own taxes and take your own business risks.

Incorporations are also more expensive because they are securing the rights to use the corporate name within their jurisdiction. Whereas a Trade name is still just an extension of you as an individual operating as a particular business name and therefore has no name rights.

Name Rights

Often people confuse the terms Trade Names and Trademarks. They are very different indeed. With respect to name rights, Trademarks have the ultimate name protection within Canada; while Trade Names have no name rights whatsoever.

As per the rules in Canada regarding Trade Names (Sole Proprietorships) you do not have the exclusive right to your Trade name nor can you stop another business from using the exact same Trade Name within your jurisdiction. Therefore, there can be multiple Triple A Electrical Services operating in a Province, or even within the same city.

Corporations have rights to their names within their Jurisdiction. Therefore, there can only be one Triple A Electrical Services Ltd. in a particular Province or Federal jurisdiction.

Registering and owning a Trademark for "Triple A" for electrical services would secure that term throughout Canada. That Trademark would stop all Corporations and Trade Names from using "Triple A" for any type of electrical service.

If having rights to your corporate name is very important to you, then you would need to incur the additional costs and incorporate your business.

Revenues

A Trade Name registration will be taxed at your current personal income tax rate. Incorporations will be taxed at the current Business Tax rate. Based on your business revenue projections your Accountant will be able to tell you if it is more advantageous for you to incorporate now, or register a Trade Name and wait until the revenues increase enough to make it worthwhile to incorporate.

If your first year revenue projections are very high, then you may need to incorporate your business and take advantage of the lower business tax rate.

If you don't have an accountant, give contact us and we can connect you with a few firms from our network.

Liability

It is true that Directors have a limited amount of liability within a Corporation. If you feel more comfortable having limited legal and financial risk in regards to your company; then incorporating will beneficial to you. If you are primarily a service based business and a small operator; then liability may not be a major priority for you and you could just register a Trade Name instead of having to incorporate.

If you are going to work on a per-contract basis, you may need to incorporate based on the needs of the companies you will be contracting for.

There are benefits to both Trade names and Corporations. You will need to take some time to evaluate which will best suit your needs. Once you are ready, go to our online Incorporation forms to begin your new business venture.

If you haven't already watched our video guide series to help you start your business, I would suggest that be your first stop at www.arvic.com.

Industry Canada manages and maintains a national registry of all registered, incorporated and proposed business in Canada within its NUANS® database. Businesses run a NUANS® or Name Reservation report in their jurisdiction to reserve their proposed business name for use and to get a list of all the potential conflicts to them registering or incorporating their name.

We offer three free pre-screens from our online pre-screen area so that you can pre-screen your proposed business or corporate name before officially reserving your name. Therefore, performing the pre-screen searches can save you time and money in your incorporation costs by helping you evaluate the availability of your name before running a NUANS® or name reservation report.

The NUANS® pre-screen is a tool to assist you in naming your business, but it does not replace the need for an official NUANS® or Name Reservation report.

When you have completed your three free pre-screen searches you will be prompted to pay an additional fee for 20 more searches. These additional searches never expire and you can use them for your next business venture.

There is a skill to completing a great pre-screen search, therefore, make sure to watch our video guide on NUANS® Free pre-screen searches.

Arguably, naming your business is going to be the hardest part of your start-up process. After all, you want it to reflect your business and what you do. Not an easy task by any stretch of the imagination. To ensure that you receive a name that doesn't conflict with another corporation's name or Trade Mark, a NUANS® or Name reservation Report must be completed. It is common for businesses to have to run more than one NUANS® or Name Reservation Report due to names already being taken or too similar.

Please know that Arvic is here to help. We have tools such as the NUANS® pre-screen searches and provide you with our advice in our NUANS® Report Opinion letter to streamline this process for you.

We have also created a video guide series to lead you through starting your business. This NUANS ® guide has been turned into a video... if you prefer that type of medium to the standard article we have supplied right here.

First thing's first...to have a named corporation in Canada, you will need to complete either a NUANS® report or a Name Reservation depending on the jurisdiction you are incorporating/registering in (Visit our Incorporation Guide to find out more about incorporations or registrations).

What Exactly is NUANS®?

NUANS® (Newly Upgraded Automated Name Search) is an intelligent automated name search system operated by Industry Canada that compares proposed corporate and business names to existing corporate bodies and registered Trade Marks in Canada.

Specific jurisdictions in Canada require a NUANS® report prior to incorporating or registering a Trade Name.

All NUANS® Reports must go through a NUANS® provider, such as Arvic. We are trained on the NUANS® system to ensure that you receive a proper NUANS® report, creating less confusion and stress for you.

The report is 6 pages in total: 4 pages are dedicated to presenting possible corporate body conflicts and 2 pages present the Trade Mark conflicts.

NUANS® Report Purpose

The NUANS® Report will reserve your name for 90 days for incorporation or registration. More importantly, it is meant to protect the name rights of corporate bodies already in existence. NOTE: You cannot incorporate a confusingly similar name to one that is already registered (i.e. JS Lighting vs. JS Lights).

In the Arvic Learning Centre we have great articles and videos to help you build the best business name that resonates with you and your business' purpose.

Quick vs Not-So-Quick Name Reservations

At Arvic, we call NUANS® Reports "Quick" and Name Reservations "Not-So-Quick". Why? Simple (and very clever), NUANS® Reports can be returned in as little as 4 hours, while Name Reservations can take up to 15 business days depending on the jurisdiction you are in.

Below is a table of which provinces and jurisdictions belong in which group:

Quick NUANS®	Not-So-Quick Name Reservations
Federal	British Columbia
Alberta	Saskatchewan
Ontario	Manitoba
New Brunswick	Newfoundland/Labrador
Nova Scotia	Northwest Territories
PEI	Yukon
	Nunavut

Quick NUANS® Report Packages

As NUANS® examiners, we can look over the NUANS® for you to help you decide if your name is register-able or not within your jurisdiction and industry. We offer three different packages for our NUANS® based on the level of service you require.

With NUANS®, the ultimate qualifying decision if your name is register-able is up to you and the accredited user (i.e. Arvic) that will be incorporating you. Therefore, having an expert opinion on your side will make the process much easier for you.

The only exception is with Federal NUANS®. Corporations Canada has the final approval on all Federal names. If you run a NUANS®Report with a poorly constructed name, Corporations Canada will not approve the name and a new name and NUANS® Report will need to be completed.

Three Arvic NUANS® Report Packages

The Basic

If you are a lawyer and are able to accurately review and provide your own opinion on the register-ability of the proposed name, then ordering the Basic NUANS® Report is a great cost effective option for you. Here, Arvic will provide you with a properly structured NUANS® report and you will provide the opinion for your name.

The Deluxe

If you are comfortable with completing the NUANS® pre-screen searches yourself online and would simply like our expert opinion at a discounted price, then this is the best package for you. We will review your NUANS® Report results and outline any of the potential conflicts on your NUANS® Report.

The FullServ

With the FullServ NUANS® service, you will provide us with three proposed corporate names. We will pre-screen them and explain to you which name is the strongest to move forward with to complete the NUANS ®Report on. From there, we complete the NUANS® Report and review the results.

Naming your business can be the most difficult stage of your Incorporation or Registration process. We have designed these packages to make it as easy as possible for you to obtain the name of your choice. These packages are designed to make this stage a little less stressful in guiding you to your corporation's name. Call us to start your NUANS® process today.

Not-So-Quick Name Reservations

With the Not-So-Quick Name Reservations, the jurisdiction has the final decision if they approve the use of your proposed name or not. If your name is denied, then a new name will need to be created and reserved, starting the search process again.

The processing time of the Name Reservation varies from jurisdiction to jurisdiction. Some Name Reservations can come back in 3 days, while others can take up to 15 days. For this service, Arvic will let you know the approximated wait-time for your name reservation when we send you your confirmation email. This way, you won't be wondering when you will have your corporation's name and can move forward with other areas in the incorporation process.

B.C. Corporations Please Note: In British Columbia you can pay an additional $100 same-day expedition fee. If you require this expedited process, please call our office start your search ASAP.

It is critical to understand that neither the Governing Jurisdiction nor Arvic providing the NUANS® report approves or rejects the use of new names for new corporations. This responsibility rests solely on the shoulders of you, the Incorporator.

As a NUANS® report examiner our job is to assist the incorporator in making this decision by bringing to his or her attention any problems that we see with the proposed name in the hope that lawsuits might be avoided through our NUANS® Opinion Letter.

The Business Corporations Act outlines the name rules. For example, the Business Corporations Act of Alberta, Section 12 prohibits the use of a name when;

1. 12(1) The name shall not be identical to any name that is;
   1. currently on the Registry.
   2. reserved for future use.
   3. prohibited by the Regulations.
2. 12(2) The name is disapproved by the Registrar because the name;
   1. is objectionable. The name is vulgar or immoral to you, the reader.
   2. is likely to mislead or confuse.

      This statement causes the most problems as someone other than the Registrar is charged with the responsibility of determining if the name is confusing. The normal test that we apply is "What does the name really say" and "How do the two names stand beside each other"?

      If you saw the two names beside each other would you be able to determine the nature of work of each without being confused. Would you assume that the two businesses offered the same services or that the services of one were the services of the other. Or, would you assume that the businesses are somehow related or that the owners may be related.

   3. is similar to an existing name.

      The test here is the same as the one above. As an example of the above "Hair by James" is the same as "James Hair Salon".

      There are however, exceptions to the above. The common exception is the written consent to the user of the offending name from the first user of the name. In the example above these two names could exist beside each other if the owner of the first business gave consent to the owner of the other.

In addition to the Act there exists a set of Regulations that govern how the act is to be interpreted.

Here are some rules to follow;

1. Alberta corporations can contain any letter or character that can be produced by a typewriter including punctuation marks, however, the addition of punctuation marks is not sufficient to distinguish one name from another.
2. All incorporated companies must contain an acceptable legal element that always ends the name of the company. The legal elements are Limited, Incorporated, and Corporation. Also acceptable are the abbreviations of these words and the French equivalents.
3. A society must contain the legal element somewhere in the society's name, however, it does not have to be at the end. Society legal elements include Society, Club, Association, foundation, or Group. The Registrar can give permission for the use of other names, however this is rare.
4. If a company is currently active you cannot form a new company by changing only the legal element, abbreviating some word, adding a homonym or phonetic similarity, or adding the current year in brackets unless you obtain and file written consents from the offended company.
5. No corporation shall have a name that is;
   • too general,
   • is only descriptive of the products sold,
   • is primarily or only the name of an individual other that when used as part of the name of a Professional Corporation.
   • consists primarily or only of a geographic name, unless the name has, through use, acquired a meaning that renders the name distinctive.
6. No corporate name shall be longer than 70 characters in length, including spaces and punctuation marks.
7. The first character of a corporate name must be an Arabic numeral or an alphabetic letter.
8. No corporation shall have a year in brackets unless the corporation is a successor company and the year denotes the year of succession.
9. No corporation can have a name that denotes some form of:
   • governmental, royal or vice-regal approval or authority unless it in fact, has such authority or approval,
   • sponsorship by some school, college, or university, or sponsorship or control by any government or government department or agency in Canada or any of the provinces,
   • carries on the business of a bank, loan company, trust company, insurance company, trust company, stock exchange, or other financial institution that is regulated by Federal legislation,
   • is affiliated with the Olympic games or its organizing committee,
   • the operation of Kananaskis Provincial park, unless such names have the written consent of the governing authority.
10. No corporation can use the phrase "Professional Corporation" unless the users of the corporation are members of a Professional Society governed by a Provincial Act and are authorized to form Professional Corporations.

Now that you have read the Rules to naming your Canadian Trade Name or Corporation you can visit our navigation links to run your official NUANS® or Name reservation report, or to incorporate your business.

Every Corporation in Canada starts out as a Numbered Company and then the Incorporator gets the option to Name it, or leave it as a Numbered name.

Naming a corporation is far more popular than choosing to have a numbered corporation; however, there are some benefits to a Numbered Corporation.

Numbered Corporations are fast, fast ,fast. Getting a name reserved that is available can take some time, but getting a numbered company is your best option if you do need a Corporation ASAP.

You can complete a Name Change Amendment at any time if you want to change your name in the future from a numbered to a name.

Numbered companies are used for

• Holding companies
• Subsidiary companies
• Franchise operations

At one point in time it was popular to create a Numbered Corporation and then register a Trade Name to do business as. That trend has waned in popularity over the last few years because Trade Names do not have any rights to their name, so most businesses opt to just have a named corporation so they can have some name rights in their jurisdiction. Read our Article on Trade Name vs. Incorporation to find out more about name rights.

Numbered companies still remain popular with Independent Contractors or any person working on a per contract basis with corporations.

Seals have a history that dates back to the Middle Ages as a way to identify, brand and legitimatize corporate documents. Seals have changed a great deal since the days of hot vermillion sealing wax and a ring signet!

Although having a Corporate Seal is not a requirement under today's corporate laws, businesses still have many purposes for their seals.

• Signing Leases and Deeds for the Corporation
• Issuing Share Certificates
• Legitimize business contracts
• Authorize Payable Invoices

You have a choice of the following three Seal Types:

1. Standard Seal - this is a Mark Maker Standard seal. It will have your business name and the words "Corporate Seal" included on the Embossing insert
2. Personalized Seal - if you would like more text to include your Corporate Jurisdiction and Incorporation date on your seal, choose to have a Personalized Seal.
3. Custom Seal - Have a little fun with your seal and insert your corporate logo!
   It's a small price to pay for originality.

Arvic has been offering Mark Maker seals since 1983 and we love their durability, their ease of use, and the fact that they work every time.

The Mark Maker will emboss the page so that the imprint is slightly elevated. We test each Mark Maker embosser for quality before we send it to you so the quality is guaranteed.

You will love your Mark Maker embosser.

Click here to order your Corporate Embossing Seal Today.

Every Corporation is required to have a Corporate Minute Book. But do you really know what to do with your Minute Book?

What is the purpose of a Minute Book?

The concepts and processes of maintaining your minute book have been the same for centuries. Maintaining proper records and documents is commonly known as Corporate Governance.

Your Corporate Minute Book is the official record of a corporation's actions over time.

Your Bank Manager, Accountant and Lawyer all need your minute book at different points in the corporation's lifetime and they need these records to be accurate and up to date to help assist the corporation in attaining a loan, issuing dividends and for the sale of the corporation.

The Minute Book is related to three main areas; resolutions, registers and shares.

Resolutions are the decisions and wishes of the Directors and the Shareholders. The Resolutions will authorize a change, transaction, appointment or resignation within the Corporation.

The Registers record the history of Directors and Shareholders for a quick reference as to whom currently are Directors and Shareholders of the Corporation as well as the history of shares transacted.

The Minute book also holds the only true copy of the Corporation's share records. If the share certificates and allocations in the Minute Book are not up to date, a Corporation could run into an issue if they are trying to issue a dividend or selling the corporation.

Our Arvic customized Resolutions and Minute Book kits go beyond just these three components. Our index tabs make sure that you have a great place to put all your necessary documents.

It can be costly to recreate a Minute book if it is not maintained properly. However, Minute Book recreations are a specialty of ours here at Arvic. We can help get your corporate records up to date.

If you need any assistance, contact us, we are here to help.

Within a Corporation there are certain roles that each person plays. You have Directors and Shareholders, and then you have Officers.

Among a Corporation's Directors we like to identify the function and responsibility by assigning an Officer designation.

Traditional designations	Non-Traditional designations
President CEO - chief executive officer Vice President COO - chief operating officer Secretary Treasurer CFO - chief financial officer	CEO - chief executive officer COO - chief operating officer CFO - chief financial officer

Internally within your Corporation you can assign the non-traditional designations, however, for the Corporate Registrar in the Canadian Province or Jurisdiction you have incorporated, you will need to stay with the traditional designations.

President -The President is defined as the leader of the organization and is the highest ranking title available within the organization. A Corporation can name more than one President if necessary.

Vice President - The Vice President routinely reports to the President news about the daily operations of the Corporation.

Secretary - The Corporate secretary is responsible for the official documents of the corporation including corporate seal, Minute Book, Minutes, and the Corporate Governance. This position is the official record keeper of the organization.

Treasurer - The Officer in charge of the care, receipt, and management of the financial transactions within an organization.

We will ask you for the Officer Designations if you have ordered the Full Incorporation Package that includes your completed resolutions and the creation of your customized Minute Book.

Shelf Companies are back-dated companies that we keep on inventory for accountants, lawyers and small business people that need a company that was previously incorporated. Shelf Companies are anywhere from 1 - 12 months old.

We typically have a number of December 31 dated corporations and then numerous corporations with other dates throughout the Calendar year as well.

If you don't need a back dated corporation, but instead just need to have a Number Company created; then please visit the Incorporate tab to order a current Numbered Company for yourself. If you do need a back dated corporation, please give us a call.

Each year, a Corporation is required to file a Corporate Annual Return. This is a separate filing from your Corporate Tax Return.

You file an Annual Return to provide updated information to the Government Registry of your current Registered Office Address, your Directors and your Shareholders, as well as to provide the Registry with 'notice' that the Corporation is still active.

You can go to our Corporate Filings tab to fill out the Annual Return Filing forms online for submission. Once you have filled out the forms, our Corporate Paralegals will review the information and process your filing. You will receive a Proof of Filing electronically that you will need to print off and place in your Minute Book.

In Alberta, a Corporation will be automatically Struck off the Registry once it has failed to file 2 consecutive Annual Returns. If your Company is Struck for failing to file the Annual Returns, you do have the option to Revive it.

Often times we need to complete Corporate Searches for existing businesses in a particular province.

If there are gaps in your Minute Book's corporate governance records you may be asked by your banker, accountant or lawyer to get a corporate search completed on your corporation to provide details of the current addresses, Directors and Shareholders of the corporation. This type of search is also commonly known as a Profile report.

In some cases you are requested to get a recent Certificate of Status from the Registry. This will prove that your corporation is in good standing and has filed all of its Corporate Annual Returns. Corporate Annual Returns are different than Income tax returns. If you do not file your Corporate Annual returns each year with the Registry, your Corporation will be struck off the Registry.

If you need to complete a corporate search, give us a call. We can give you a quote for the search and estimate the delivery time. In some jurisdictions we can instantly receive your corporate search, whereas in others it can take up to 9 business days.

Common reasons to get a corporate search

• To verify the address of a corporation
• To verify the Principles of a Corporation
• To verify the Status of a Corporation - to receive a Corporate loan or for the Corporation to buy property
• If you are extra-provincially registered in another jurisdiction and that information needs to be obtained.
• If you are suing a corporation and you need the current corporate information

To prove that you were inactivated as a Director or Shareholder of a Corporation

Did you know you need to update the Government Registry when there are changes in your Corporation?

Adding Directors, removing Directors, Adding Shareholders, removing Shareholders, increasing Share Quantity or transferring shares all need to be recorded in the Registry and reflected in your Corporate Minute Book.

Often times these changes need to be recorded in the Registry within 15 days of the event taking place!

The best way to protect your Corporation is to make sure that you keep your Corporate Filings up to date. You can file all of these changes online through our Corporate Filings tab.

To view our Serving Public Notice page, please Click here.

Is your company expanding? Are you looking to move into the Canadian market?

Whether you are an international or Canadian corporation, if you are looking to expand an existing corporation into a Canadian province you will need to file an Extra-Provincial registration.

The following rules apply when you want to;

Register in Alberta any existing corporation from any other Canadian jurisdiction.

Or

Register in Alberta, or any other Canadian Jurisdiction, any corporation currently registered and active outside Canada.

1) Name Reservation:

We will need to run a valid NUANS or Name reservation report to reserve your proposed corporate name*. If you are unable to extra-provincially register into the jurisdiction with your existing name, you can come in under an Assumed name.

*A NUANS or name reservation is not required if the Home Jurisdiction is a Canadian Federal Corporation.

2) Attorney for Service:

An extra-provincially registered company is not required to have any directors who are resident in Canada. However, it is required to have a person act as "Attorney for Service". The Attorney for Service is any individual (not necessarily a lawyer) who will be responsible for receiving official documents, on behalf of the corporation, once registered. In most cases Arvic is appointed as the Attorney for Service for an additional yearly service fee in Alberta.

3) Charter Documents:

If the corporation is an active Canadian corporation then we require;

Certified copies of existing articles of incorporation as filed in home jurisdiction.

Certified copies of any and all amendments filed in the home jurisdiction.

If the corporation is an active corporation, but not a Canadian corporation, then we require;

Certificate of good standing or confirmation of last annual return if filed less than six months ago.

Certified copies of existing charter documents as filed in home jurisdiction.

Certified copies of any and all amendments filed in the home jurisdiction

Copies can be certified by a Government official, a company officer or, a notary public under seal.

4) NWPTA - New West Partnership Trade Agreement (NWPTA) is an agreement between British Columbia, Alberta and Saskatchewan to make it easier to do business across those borders. One of the main benefits of NWPTA is that the fees to extra-provincially register a corporation into these provinces have been waived. A named business is only required to complete a Name Reservation report if extra-provincially registering into BC or Saskatchewan or a NUANS report if extra-provincially registering into Alberta. Please note: in BC a Name Reservation is required for Numbered Corporations as well.

You can use our online forms to begin your Extra-Provincial (Ex-Pro) registration, or you can give us a call if you need assistance.

Before accessing the online Extra-Provincial Registration forms please make sure you have the following items ready from the Ex-Pro Checklist.

Ex-Pro Checklist

• Corporate name
• Home Jurisdiction
• Head Office Address
• Directors names and addresses
• Principal Business (describe what the nature of work is for the corporation)
• Attorney for Service name and address

When a Corporation fails to file their Corporate Annual Returns for two consecutive years, the corporation is struck off the Alberta Corporate Registry.

Often, the Corporation did not intentionally miss filing their Corporate Annual returns and in order to continue on business the corporation needs to file Articles of Revival to be revived.

We can revive corporations by filing each of the outstanding Corporate Annual Returns up to a maximum of 5. If your corporation has been struck for more than 5 years, unfortunately, you will not have the option to revive it. You will need to start a new Corporation.

If you need to revive your company, give us a call so that we can accurately research your current corporate status and assess what will be needed to revive the corporation as seamlessly as possible.

Goodwill is defined as the intangible assets in your business specifically related to your connections through your client list and your business reputation.

If you search the Internet for the word "Goodwill "you will find a multitude of Tax planning articles. How Goodwill affects your accounting and your succession plans is amply written about online. Every small business person should be aware of the goodwill implications to your tax planning; however, you will usually hire a knowledgeable accountant when the time comes that you need to sell your client list. As a business operator myself, I know that I can't plan to build up, nor protect myself from those types of transactions when I am first starting my business.

But what about the other part of your Goodwill.... your reputation? Your reputation will depend on your business name and thankfully you can plan to build and protect this key component.

So how do you plan for a bountiful Goodwill?

1. Build a Great Business Name
2. Protect your name

These two simple concepts; Build and Protect; are all you will need to ensure your business' Goodwill.

So first, let's discuss how to build your Goodwill. By building a great business name you will be more memorable in the marketplace and better able to attract and retain clients. Make sure to watch our online video guide on How to Build a Great Business Name for more details.

The video will explain that every great business name needs to have a Distinctive element and a Descriptive element. A Distinctive element is the unique part of your name that will set you apart from the crowd. Your Descriptive element will tell the marketplace what you do.

If you are to build your reputation you will need to start with a great business name. XYZ Services won't work. Instead, you need to be Facebook, Inc. or Telus Communications Inc.

Word of Mouth advertising is the cornerstone of all small businesses and having a great business name makes it easier for everyone to remember you ... and to refer you.

Once you have built a great business name you will need to protect it. Protecting your name rights should be a part of your business planning as it will affect what type of business you form. Name right protection in Canada follows the hierarchy below:

RANK	Registration Type	Name Protection
1	Trademark	Ultimate name protection throughout Canada -for your Distinctive element
2	Federal Corporation	Business name protection throughout Canada
3	Provincial Corporation	Business name protection in your Province
4	Trade Name/Sole Proprietorship/Partnership	No Name Protection

Often, businesses Trademark their distinctive element, such as Facebook™ or Telus™ to give them ultimate name protection for that word in Canada. A trademark can be seen as a tangible Goodwill asset because you have ownership of your name and is a great way to protect your reputation. Trademarking isn't for every small business though. Registering a Trademark will only become necessary if it is part of your business plan to have complete and total rights to your name in Canada.

Incorporating Federally will give you better name protection without having to register a Trademark. You will be protected from any other Federal or Provincial company to start up with a confusingly similar business name to yours.

Most businesspeople start up Provincial Corporations. It gives a good amount of name protection and will be able to protect your strong business name. You will be protected from any new entrant to the marketplace from incorporating in your Province with a confusingly similar business name to yours.

Unfortunately, Trade Name or Sole Proprietorship registrations have no name rights. You are not guaranteed that another trade name, provincial, or Federal incorporation will register with a confusingly similar business name to yours.

Now you have some tools to help you build and protect your business' Goodwill. We hope that you will be able to reap the rewards of your hard work on planning for, building and protecting your Goodwill.

Use our navigation links to continue with your NUANS® or Name reservation reports or to incorporate.

Businesses and Corporations go through different stages during their lifecycles. These can include Incorporating, Registering a Trade Name/Sole Proprietorship, filing a Corporate Annual Return, changing a Corporate Name or Article Amendment, or changing a Corporate Director, Shareholder or Address, and so on.

Don't worry; Arvic is here to assist your company with all of these stages and the appropriate Corporate Filings in as simple manner as possible.

You will notice throughout our site that we mention Filing Fees and Government Disbursements. A Filing Fee is what Arvic charges for our services and, in most cases, our legal precedent that is used to complete your company filings. An example of this includes providing the complex set of legally approved Articles we use to properly incorporate your business.

In addition, the Provincial, Territorial, and Federal Governments apply a Government Disbursement to each of these corporate filings. The Government Disbursement is the fee the Government charges to have your filing recorded with the Registrar, a step that, like it or not, must take place.

The disbursements are set by each Government level and, therefore, will be different in each jurisdiction. However, within each jurisdiction, these disbursements are NOT subject to tax.

Navigating the world of Government Disbursements can be difficult and overwhelming, but that is why Arvic is here. Our online forms automatically calculate your entire service needed, including the Government Disbursement, allowing you to effectively set aside fees so your company is not taken aback when it is time to pay.

If there are other services you need, such as an Amalgamation or Mergers, registering a Limited Liability Partnership, or you are currently operating an Unlimited Liability Corporation (ULC) and would like to extra-provincially register it, contacting us directly for a full service quote is the easiest course of action.

Below, you will find a list outlining the associated fees for Corporate Filing.

In addition, we have also included a listing of common Government Disbursement costs below, broken down by price per province for your quick review. Should you wish for a complete listing of Government Disbursement fees, please visit here.

Filing Fees

Filing Fee Service	Cost In CDN $
Incorporation- Full, including Corporate Resolutions	$275.00
Incorporation - Basic	$192.50
Trade Name Registration	$44.00
Register Partnership	$100.00
Register Extra-Provincial Corporation	$192.50
Annual Returns	$27.50
Name Change	$82.50
Article Amendment	$192.50
Continuance	$192.50
Revival	$165.00
Corporate Search	$27.50

Government Disbursements

Common Government Disbursement Requests
	FED	BC	AB	SK	MB	ON	NB	NS	NL	PE	NT	YT	NU
Article Amendment	$200.00	$100.00	$50.00	$110.00	$175.00	$150.00	$110.00	$270.00	$100.00	$265.00	$25.00	$75.00	$100.00
Annual Returns	$20.00	$43.39	$50.00	$80.00	$45.00	$64.50	$60.00	$108.62	$75.00	N/A	$100.00	$15.00	$70.00
Continuance	$200.00	$375.00	$250.00	$265.00	$250.00	$360.00	$260.00	$270.00	$300.00	$265.00	$325.00	$225.00	$300.00
Register Extra-Provincial Corporation	N/A	$350.00	$275.00	$265.00	$350.00	N/A	$212.00	$326.60	$560.00	$250.00	$300.00	$300.00	$300.00
Incorporation	$200.00	$350.00	$275.00	$250.00	$350.00	$365.00	$262.00	$365.00	$300.00	$265.00	$300.00	$225.00	$300.00
Register Partnership	N/A	$165.00	$50.00	$60.00	$50.00	$99.55	$50.00	$50.00	N/A	$50.00	$50.00	$25.00	$50.00
Name Change	$200.00	$100.00	$50.00	$110.00	$175.00	$150.00	$112.00	$270.00	$100.00	$265.00	$100.00	$75.00	$100.00
Revival	$200.00	$350.00	$100.00	$265.00	$120.00	$360.00	$262.00	$326.60	$300.00	$265.00	$300.00	$225.00	$300.00
Trade Name Registration	N/A	$40.00	$10.00	$55.00	$45.00	$60.00	$112.00	$60.00	N/A	$65.00	$50.00	$25.00	$50.00

 

Throughout this website you will see the word Resolutions quite a bit. Resolutions are the legal documents that outline the wishes of the Directors and the Shareholders of the Corporation.

There are two types of Resolutions:

1. At the formation of the Corporation

   Opening Corporate Resolutions lay the foundation for your Accountant, Banker and Lawyer as well as provide the Directors and Shareholder with the rules that the Corporation must abide by.
   

   As part of our full incorporation package we complete your opening Corporate Resolutions for you and customize a set of Bylaws, Share certificates and Registers.

2. To maintain the Corporate Records

   When there have been corporate changes such as Director changes, Address changes, issuing of shares, redeeming shares or shareholder changes a Resolution needs to be drafted up and added to your Minute Book.

   As part of our Paralegal service we can provide you with your Resolutions to be added to your corporate Minute book.

What is an Attorney for Service?

An Attorney for Service is an individual appointed by an extra-provincial corporation to represent itself in Alberta.

The Attorney for Service does not need to be a Lawyer. This is just an individual within Alberta that has been appointed by the extra-provincial corporation.

What if I do not have an Attorney for Service?

For a yearly fee, Extra-Provincial corporations appoint us at Arvic as their Attorney for Service in Alberta. That way, Arvic takes on the responsibilities of Corporate Governance for your extra provincial registration.

How much does the Attorney for Service cost?

The fees are $0.00 per year

Each year, we will contact you via email to renew the services. You will be notified if an additional Government Disbursements of $50.00 will apply.

What is Registered Office Address service (ROA)?

Your corporation has three addresses attached to it that fulfill different requirements:

1. Registered office address
2. Mailing Address
3. Records Address

The Registered office address must be a physical location that is accessible to the public during normal business hours in the jurisdiction that you are incorporated in. Within Alberta, many Corporations choose to have Arvic listed as their ROA.

Why would you need ROA Services?

• If you do not have an address in Alberta.
• If you work out of Province
• If you only have a PO Box Number
• If you have a home based business, and you do not want that address to be accessible during normal business hours.
• If you frequently change your address

What services are provided?

• We will forward your mail to you on a weekly basis.
• We file your Corporate Annual Return
• We will complete your corporate Resolutions each year for you to add to your corporate Minute Book.
• We can act as your Registered Office Address during normal business hours to satisfy the Alberta Corporate Registry.

How much is the ROA Service yearly?

The ROA is an Annual service fee of $129.00.

This price is subject to change.

NUANS® reports take a couple hours for us to generate, therefore we guarantee delivery within 4.

If you have ordered your NUANS® report after 3:30pm (MT) then your NUANS report will be delivered by 10am (MT) the next business day.

After you have submitted your Incorporation order through our online forms, our Corporate Paralegals will review your submission.

Once the NUANS name reservation has been approved for incorporation we will send you a Pre-Registration Confirmation report via email. This is the backbone of your Corporation. We will need you to review the Pre-Registration Confirmation to ensure there are no spelling mistakes, and that all the information contained in the Pre-Registration Confirmation report is valid and accurate.

You can then reply to the email from our Paralegals and state that all the information is correct. We will then finalize the incorporation and send you your Certificate of Incorporation and Registration Statement via email. You can use that electronic document to open up your bank account.

If you have purchased a Minute book and Corporate Seal from us, it will take us an additional 2 days to create your corporate products for delivery or pick up.