Does a licence need reissuing if a buyer’s numbered company changes its name?

Two events look alike on paper and are not. A rename changes the name of a corporation that already exists. A transfer moves a licence from one holder to a different one. A numbered company that buys a business and later takes a proper name has done the first and may still owe the second. Which one applies depends on whose name the licence is in today.

A rename keeps the same legal entity

Under the Canada Business Corporations Act, a corporation changes its name by amending its articles, and the amendment takes effect on the date shown in the certificate of amendment. The Act says an amendment does not affect an existing cause of action, claim or liability to prosecution in favour of or against the corporation, and it lets the directors of a corporation whose name is a designating number amend the articles to take a verbal name. A provincial corporation follows its own province’s statute, so confirm the mechanics with the registry that incorporated yours.

A licence in the seller’s name needs a transfer

Renaming the buyer’s company does nothing for a licence the seller still holds. British Columbia’s liquor regulator says the licence must be transferred when a business changes ownership, that the current licensee starts the transfer, and that the new licensee needs a Canada Revenue Agency business number registered to it. Other licences have their own rules, and what licences and permits transfer when you buy a business shows the range.

A rename still has to reach each issuer

The Canadian Intellectual Property Office lists recording a transfer and recording a change of name separately for patents, and advises telling the Registrar about changes that affect ownership of a trademark, such as a change of name. The City of Saskatoon asks to be told when a licensed business changes ownership. Whether a given licence needs a notice, an amendment or a new document is the issuer’s decision, so put three questions to each one.

• Whose name is the licence in now: the seller’s, the numbered company’s or a trade name?
• Does a corporate rename call for a notice, an amendment or a reissue, and by when?
• Which document proves the rename, such as the certificate of amendment?