Do I have to change my corporate name after selling my business?

Selling a business does not by itself change the corporate name. What happens next depends on what you sold and on what the sale contract says. The pressure comes from the contract’s terms and from the registry’s name requirements, and it is strongest when the buyer is taking over the name you traded under.

In a share sale the name goes with the company

If you sell the shares, the buyer acquires the corporation itself. The federal Act says a corporation’s name is set out in its articles, so the company and its name stay together and there is nothing for you to rename. What you may call a later venture is a question for the non-competition terms of the agreement.

In an asset sale the contract decides

If the buyer is purchasing the right to use your name, the purchase agreement may require you to stop using it and to change your own corporate name within a set time. The registry has leverage here: under the federal Act, where a corporation acquires a name because someone undertook to dissolve or change names and the undertaking is not honoured, the Director may direct that corporation to change its name, unless the undertaking is honoured within the period the Act allows. That lands first on the buyer and, through the agreement, comes back to you.

How the change is made

A federal corporation changes its name by amending its articles, which the Act says is done by special resolution, and the Director can reserve a new name in advance. Provincial and territorial companies follow their own statutes and forms; Alberta, for example, publishes registry forms for amending corporations. A registered trade name is different again, because Alberta says registering a business name does not give ownership of it.

Check before you sign

Ask who changes what, by when and at whose cost, and list where your current name appears: contracts, licences, bank accounts and tax records. Our page on what happens to your business name when you sell covers the operating-name and trademark side.