Registering a business name or extra-territorial corporation in Nunavut

Nunavut’s Legal Registries Division runs Corporate Registries, the Personal Property Registry and other offices from one site. For a person buying or selling a business there, Corporate Registries holds the records that matter first: business name registrations for sole proprietorships and general partnerships, information on limited partnerships, territorial corporations, and companies incorporated elsewhere that carry on business in Nunavut. Nunavut calls those last ones extra-territorial companies. This guide draws on the registry’s published pages and covers Nunavut only. Rules in the provinces and in the other territories are separate, and a business that operates across a border may have to satisfy more than one.

The 60-day filing window

Corporate Registries says everyone who forms a partnership, uses a business name other than their own, or indicates more than one member by adding something like "and company" after an individual’s name, for trading, manufacturing or mining purposes, must sign and file a registration. Corporate Registries puts the deadline at 60 days after forming the partnership or after the business name is first used. The page ties this to the Partnership Act of Nunavut. If you plan to start trading under the seller’s old name, ask the registry whether that counts as a first use of the name by you.

What the registry reviews

The registry says it reviews proposed names to make sure they are not confusingly similar to names already on record. It offers separate packages for registering a business name and a partnership, a guide for a limited or extra-territorial limited partnership, and a fee schedule. Because review is for similarity to names on record, ask whether the seller’s name is still on record and in whose name. A buyer who wants to keep a recognizable name should treat it as something to confirm with the registry rather than assume.

Do you really have to register?

The registry’s frequently asked questions answer this plainly. If you carry on business within Nunavut, you must register under the Business Corporations Act, no matter how long you plan to operate or do business there. The same page adds that if you are carrying on business in another Canadian jurisdiction, you must also register with that jurisdiction’s corporations branch. If a buyer would purchase a Nunavut business through a company based in another jurisdiction, add both registrations to the checklist and confirm them early in the deal.

A street address for the registered office

The same frequently asked questions say a post office box alone will not do. The registered office must include a street address as well as the postal address, if different. The purpose of the registered office is to have a location where a notice or document required to be sent or served on the corporation can be delivered. Where a remote community has no street addresses, a detailed description of the location is required. Ask the seller or the corporation’s lawyer what address is on file, and whether it matches where the business actually operates.

Ending a registration at closing

The registry also provides packages for the other end of a business’s life. There is a Notice of Cessation of ET Registration package for cancelling an extra-territorial registration, a resource on declaring that use of a business name has ceased, and a dissolution of a partnership page. These may matter where the seller is winding down after an asset sale. Ask whether the seller will file them, and when, and what the registry will then show for the old registration. The Personal Property Registry in Nunavut is separate and lets you search security notices on the assets.

Changing a corporation’s name after a sale

If a buyer wants to rename a Nunavut corporation after a share purchase, the registry’s home page says all changes to a registered or filed corporation’s name, objectives, share structure or bylaws must be approved by the Registrar. That makes the rename a step with its own approval rather than a formality at closing. The registry also says it now accepts search requests and documents by email, and its site notes that the Legislation Division cannot provide legal advice. Build the approval into the closing timetable, and ask your lawyer which filings must precede the others.

• Ask when the business name was first registered or first used, and whether the filing Corporate Registries requires within 60 days was made.
• Search Corporate Registries for the name and the entity, and confirm the registered office address.
• If a company from outside Nunavut is buying, confirm it is registered here and in any other jurisdiction where it operates.
• Search the Personal Property Registry for security notices registered against the assets.