Registering a business name or extra-provincial corporation in Alberta

Alberta keeps business names and corporations in the same provincial Corporate Registry, but it treats them differently. Business names are registered under the Partnership Act and are not corporations. Corporations incorporated elsewhere, called extra-provincial corporations, file a separate set of forms. For a buyer or seller the difference matters because what is changing hands, a sole proprietor’s trade name or a corporation’s assets or shares, can change what has to be registered, searched or ended. Alberta.ca highly recommends legal advice if you need help deciding whether a sole proprietorship, partnership or corporation is the best form of business. This guide follows what Alberta.ca publishes about the process and does not cover other provinces.

What an Alberta business name is

Alberta.ca says a business name has no legal existence in its own right. It is simply a name used by one or more persons to represent their business to the public, so a sole proprietor or the partners remain personally responsible for the business’s debts and obligations. Registering the name does not grant ownership of it; it is proof that a particular business is using the name. A trade name is used when an individual does business under a name other than their own, or a corporation does business under a name other than its legal name. A trade name is also called a sole proprietorship.

Four types, and partnerships from elsewhere

Four types are registered under the Partnership Act: trade name, partnership, limited partnership and limited liability partnership. The registry offers a Declaration of Trade Name and a Declaration of Partnership, and sample application forms for limited partnerships and limited liability partnerships, which a filer may use or replace with a form of their own that contains all the required information. Registering a limited liability partnership calls for permission from the Alberta governing body of the profession, such as law or accounting. Limited partnerships and limited liability partnerships based in other provinces must also register in Alberta when they do business here.

Choosing a name and checking it

Business names do not have to be unique, so duplicates can exist. But if a name is the same as or similar to an existing business name, corporation name or trademark, the owners could take the business to court, and it may have to change its name or pay damages. A business name cannot end in “limited”, “incorporated” or “corporation”, or the abbreviations, because that would imply a corporation. A limited liability partnership name must end with “limited liability partnership” or “LLP”, or the French terms. A NUANS name report is recommended but not mandatory for a business name. For a new Alberta corporation, by contrast, Alberta.ca says the applicant needs to get and review an Alberta NUANS report, because identically named corporations are not allowed, unless the name will be a number name assigned by Corporate Registry.

Filing, and searching what is on file

Registration goes through an authorized Corporate Registry service provider, with the name information, any Business Name Report, valid ID and payment. Providers charge a government fee plus their own service fee. If the information meets the requirements it is entered and the filer receives proof of filing. Registry agents also provide searches of current or formerly registered Alberta corporations, extra-provincial corporations, trade names and partnerships. Certificates of status are available for corporations and incorporated non-profits, but not for trade names and partnerships.

Extra-provincial corporations

For a corporation incorporated in another province or country, the registry’s forms page lists certified copies of certificates and charter documents from the home jurisdiction, a notice of agent for service, a notice of assumed name if the corporation will use one, and a statement of extra-provincial registration. Corporations based in British Columbia, Manitoba or Saskatchewan can register directly through Alberta’s Online Extra-Provincial Registration. Later changes have their own forms, including an annual return, a change of agent for service, a change of directors and a notice of adoption, change or cancellation of an assumed name. Which corporations must register is a question for the statute, which this page does not answer.

When a business changes hands

Because a registered name is proof of use and not ownership, a buyer of a sole proprietor’s business is not buying a legal person, and Alberta.ca notes that the proprietor stays personally responsible for the business’s debts. See what happens to a business name when you sell for the wider picture. Alberta.ca also says to search the personal property registry before buying any item that is personal property; see lien search for the concept.

• Ask for the seller’s registration statement and what name the business actually trades under.
• Ask whether the name is registered as an individual’s trade name or as a corporation’s trade name.
• Ask what must be changed or cancelled when the seller stops using the name; Alberta.ca has pages for changing and cancelling a business name.
• Ask a registry agent for a search of the name, the seller and any extra-provincial corporation involved.