The Heated Debate: Understand The Difference Today!
A Legal Mystery Explained: Named vs Numbered Companies.
When people incorporate they often do not know the specifics as to why incorporation is important. Equally, people often ask about the difference between named companies vs numbered companies. There are some key differences. While some people prefer to learn more (use these links) about named companies vs numbered companies in detail, the corporate lawyers at Kahane Law Office. To meet corporate needs across Alberta, we have offices in both Calgary and Edmonton. We help you better understand named companies vs numbered companies. You can also continue to learn more about the difference between named companies vs numbered companies.
What Is The Difference Between A Named Company And A Numbered Company In Alberta?
A “numbered company” exists as a business corporation that people incorporate without choosing a unique and descriptive name. You can incorporate using a ‘number’ name, e.g. 123456 Alberta Inc. The Alberta Corporate Registry assigns the numeric portion of the name. ‘Alberta’ always forms the second part of the name (after the assigned number). The last part of a corporation name is the ”˜legal’ element. All Alberta limited corporations are all required to have a legal element at the end of the name.
A “named company” in Alberta consists of three parts, or elements: a distinctive (a unique word or location that makes the corporation different from others); a descriptive (what the corporation does or what the corporation is), and a legal (as described above). Industry Canada set out information on named companies and different types of companies. While they do not contrast the named companies vs numbered companies differences, it is an interesting article.
Legally, both named and numbered companies offer the same liability and tax advantages. They both have the same cost and requirements with respect to ongoing maintenance of the company. Largely, the named companies vs numbered companies debate is not a heated debate so much as a matter of personal choice. This leads to a third option with respect to named companies vs numbered companies. That is to incorporate as a numbered company and operate as (the name used in the public) a trade name.
Named Companies vs Numbered Companies In Terms Of Cost To Set Up
We will make this one easy in the named companies vs numbered companies debate. Numbered companies are always less expensive to incorporate. Numbered companies are cheaper because they do not require the additional NUANS search. They also require less time from your legal professional. This occurs since, no one must make name selections nor perform search reviews. While it is more expensive to set up named companies vs numbered companies, the cost difference is not great. As their are no long term additional costs, over the life of a company, this factor should not stand in the way of your having the company name that you want.
What Additional Requirements Are There For A Named Company In Alberta?
To incorporate a “named company” in Alberta, you must first obtain a NUANS report from the Corporate Registry. The NUANS search is to ensure that the name you decided on is not already in use by someone else. There are two steps to the reivew process to see if you can use a name. The first step is that upon review of the NUANS it is clear that there are no other corporations with an identical name. The next step in this process is to then determine if the name you want to use is similar enough to the names of other corporations such that it may cause confusion. The test for this is to see if the name is so similar that in the “market place” people may not be able to readily distinguish your business from another.
In situations where the potential for confusion exists, you may be challenged on your name. If another company argues that the name that you have chosen is confusingly similar to theirs, then that corporation can file an objection with the registrar to the use of the proposed name. This may lead to you having to change your name. A corporation whose name is similar may not necessarily object to the Registrar, however, they may be in a position to file a court claim. Such a claim can be made to recover damages (financial loss) resulting from any market confusion and to compel you to stop using the corporate name.
In looking at named companies vs numbered companies, a numbered company will never have an issue with the name as the government does not assign the same number to to more than one corporation. You must choose the name of a company with care to ensure no future issues arise.
Are There Any Similarities In The Process Of Incorporating?
Whether you choose a “named company” or a “numbered company” for your business, you are required, in both instances, to prepare additional materials in order for your company to be properly formed. The following does not form part of the named company vs numbered company debate as they are required by both.
The Articles of Incorporation:
The articles of incorporation set out the legal structure of your corporation. This includes the share classes and associated rights, and the restrictions (if any) that are placed on your business. The filing of these occurs together with the associated schedules, in the proper form, with the Registrar of Corporations in Alberta;
An Alberta Registered Office:
You must select both a “registered” and a “records” office address for your corporation. The registered office needs to be a physical location in Alberta. This allows for legal service on the corporation at this address. The records address, when it is not the same as the registered office, also needs to be physically located in Alberta. In addition, if you don’t have mail delivery at the registered office you will need to provide a mailing address in Alberta for your corporation. Unlike a person who can be personally served with documents, a corporation needs a location. Simply mailing documents to this address is deemed to be good service. For the low annual cost, you ensure this does not happen. It can save you thousands and a lot of frustration and stress. Consider having a law firm be the registered address or address for service;
Directors:
You must designate the founding director(s) of your corporation (for corporations that are not reporting issuers you are required to elect one director at a minimum). Directors must be adults and at least one quarter of the board must be resident in Canada. The directors, with their address, will be listed in the corporate minute book. The government registry for corporations also registers this information in public records.
A Corporate Minute Book:
You must create your corporate minute book which must have properly drafted and executed documents. The minute book documents include directors’ resolutions, consents to act as directors, shareholders’ resolutions, share subscriptions, corporate bylaws, and share certificates. The corporate minute book demonstrates that your corporation is formed properly. It also demonstrates the current good standing as a valid and ongoing legal entity.
Finding Calgary Corporate Lawyers To Understand Different Companies
Contact us today to speak with one of our corporate and business lawyers. They help you to incorporate your numbered company or named company and get you everything you need, legally, to ensure your business is a success. We aim to answer all our clients questions so that they can make informed choices. This is true for the named company vs numbered company debate as well as any aspect of corporate law. We can be reached toll-free at 1-877-225-8817 (or 403-225-8810 locally in Calgary, Alberta and (780) 571-8463 locally in Edmonton, Alberta), or email us directly here.