Registering a business name or extra-provincial corporation in Saskatchewan

Saskatchewan’s Corporate Registry guidance is published by Information Services Corporation, known as ISC, and it includes a point that bears directly on a sale. ISC says a sole proprietorship or partnership registration cannot be transferred, so a change of owner leads to a cancellation, and for a sole proprietorship a fresh reservation and registration by the new owners. The same registry also handles businesses from other provinces carrying on business in Saskatchewan. This guide sets out what the registry’s pages say on both. It covers Saskatchewan only, and other provinces’ rules differ.

Who the Business Name Registration Act covers

ISC describes the Business Names Registration Act as dealing with the registration and protection of the business names of unincorporated businesses. It applies to sole proprietorships, partnerships and limited partnerships, and extra-provincial limited partnerships carrying on business in Saskatchewan must register under it too. It excludes professional businesses regulated by a governing body, provided the surname of a member or former member of the firm is part of the business name. A seller who is a regulated professional trading under a member’s surname may therefore have no business name registration to hand over.

Reserving a name

The Act’s major provisions, as ISC summarizes them, include restrictions on business names. A name cannot be identical or so similar to another registered name as to cause confusion, or suggest a connection with any government or political party in Canada. ISC’s name reservation page says an available name is automatically reserved for 90 days, and registration or incorporation must be completed in that time. The purpose chosen when reserving cannot be changed afterward; picking the wrong one means starting over and paying again. A buyer should know the purpose before starting.

A change of owner means cancel and re-register

This is the sharpest point for buyers. ISC says a sole proprietorship or partnership registration must be cancelled when the owners exit the business, because the ownership cannot be transferred. Its instructions for a change of owner say that if the name was originally registered as a sole proprietorship, the current registration must be cancelled, and a new name reservation and registration, with the new owners’ name and the registration fee, must be completed. The agreement should say who cancels, who reserves, and in what order. Do not leave it to chance.

Renewals, changes and expiry

ISC says renewals are filed every three years after the original registration date, even if nothing has changed. If the renewal does not arrive by the due date, the business name registration expires and shows as expired on ISC’s Corporate Registry, and after 90 days it becomes available to anyone requesting a similar name. A change to the business address, mailing address or proprietor’s address must be reported to Corporate Registry within 15 days. Ask the seller for the registry record and look at its status. An expired record is a reason to ask questions before the closing date, not after.

Businesses from other provinces

ISC treats New West Partnership and extra-provincial businesses as a separate category. It says the provinces of Saskatchewan, Alberta, British Columbia and Manitoba are partners in the New West Partnership Trade Agreement, and that extra-provincial businesses from jurisdictions outside that agreement and the Multi-jurisdictional Registry Access System may maintain and amend their registrations through the Corporate Registry application or by using forms. When reserving a name for an extra-provincial registration, the application asks for the extra-provincial purpose. Confirm with ISC which path applies to the buyer’s home jurisdiction.

Searching the registry before you sign

ISC says business information is public and can be searched by name or by entity number. Immediate results for entity information from 1999 to the present come through the Corporate Registry application, while earlier information can only be searched with a document order form. A profile report gives the entity type, status, date of registration or incorporation, nature of business, registered office or mailing address, owners or directors, and event history. Certificates, such as a certificate of status, are separate documents. Run the search yourself rather than relying only on what the seller supplies.

• Ask whether the seller’s business name is registered, and get the registry record showing its status.
• Write into the agreement who cancels the old registration and who reserves and registers the new one.
• Check whether the seller is a regulated professional whose name falls outside the Act.
• For an out-of-province buyer, confirm with ISC which extra-provincial path applies.