Registering a business name or extra-territorial corporation in the Northwest Territories

The Northwest Territories is a territory, not a province, and its vocabulary differs. Corporate Registries, part of the territorial Department of Justice, deals with extra-territorial registrations, NWT incorporations, co-operative associations and societies. It also registers business names for sole proprietorships, partnerships and limited partnerships. For a buyer or seller, two questions come up. Is the business trading under a name that has to be registered? And, if the owner is a corporation from somewhere else, is it registered here? This guide covers what the registry’s pages say and what to check around a sale. It describes territorial rules only.

When a business name must be registered

The registry says the Partnership and Business Names Act requires you to register a business name if you use a name that is not your own, are engaged in trading, mining or manufacturing, or form a partnership. The only exemption it describes is conducting business under your own exact legal name. Its example is that "John Smith Consulting" still needs registration because "Consulting" is not part of the legal name. If the seller’s business has a trade name, ask for the registration. If it has none, find out why before relying on the name in the sale.

Name standards the registrar applies

According to the registry, the standards applied to business names and partnership names are similar to the naming standards the Registrar applies to corporations under the Business Corporations Act. That includes making sure a name is not the same as, or confusingly similar to, an existing business name, and that it conforms with all legislation. A buyer who intends to keep the seller’s name should not assume a fresh registration in the buyer’s own name will be accepted automatically. Search the existing name first and ask the registry how it treats a change of owner.

Registering an extra-territorial corporation

Corporations incorporated elsewhere but carrying on business in the territory, as the Business Corporations Act defines that, must register with Corporate Registries. The registry makes an exception for licensed insurance companies and states that registration is required regardless of how long the corporation plans to do business in the Northwest Territories. Corporate Registries’ submission list includes a name search and reservation form, except for numbered or federal companies, Form 18, Form 21, certified charter documents, and a certificate of status from the home jurisdiction dated not more than 30 days before submission.

A registered office inside the territory

The registry answers the question about an address directly. Subsection 287(1) of the Business Corporations Act instructs that a registered extra-territorial corporation shall at all times have a registered office in the Northwest Territories. For a buyer from southern Canada, this means the corporation needs a registered office with an address in the territory. If you are acquiring a business through a corporation that is not territorial, confirm where that office will be before the closing date. The registry also states that identifying and meeting other operating requirements remains the owner’s responsibility.

Searches and certificates

Corporate Registries offers an online system to search business names and partnerships, territorial and extra-territorial corporations, societies and co-operative associations. Basic information, namely the legal name, status and type of organization, is free, while a full entity profile with scanned documents costs a fee. Certificates of compliance, good standing or status must be obtained through the registry’s office. For a sole proprietorship or partnership, the certificate states that it is registered and has not ceased using the name. Ask the seller to order the right certificate, or order it yourself.

Filing mistakes and incorporating later

The registry says submissions that are not completed correctly are available for retrieval at the Corporate Registries Office, and that it does not provide free postage to return them for correction. It also says payment information must come with a filing, or processing is delayed until it is provided. A related point for owners weighing a structure: the registry says you can register a business name or partnership and incorporate at a later date, and suggests seeking professional advice. If a buyer expects to incorporate after closing, ask counsel how that sequence affects the name and the registrations already on file.

• Ask which name the business trades under, and ask for the registration that covers it.
• For a corporation from outside the territory, ask for its extra-territorial registration and the address of its registered office.
• Search the Personal Property Registry, which the territory describes as an online registry for notices of security interests under the Personal Property Security Act, for claims against the assets.
• Request the certificate of compliance or status that matches the entity type before closing.