List of Terminology and Definitions
Business Registration+
Master Business Licence
A Master Business Licence is a type of business registration that allows you to operate a business for a period of 5 years. You are personally liable, personal taxed and do not have name protection. It is required to be renewed every 5 years. There are three types of Master Business Licences; a sole proprietorship, a general partnership or tradename.
Business Name Registration
The Ontario government updated the name of a Master Business Licence to a Business Name Registration in October of 2021. The Business Name Registration is the overall name for anyone wishing to register a business in Ontario.
Sole Proprietorship
A sole proprietorship is a type of Master Business Licence. A sole proprietorship is an individual in business alone. Sole Proprietorships are the most common form of business structure. This type of business is simple to form and operate, and may enjoy greater flexibility of management and fewer legal controls. However, the business owner is personally liable for all debts incurred by the business.
General Partnership
A general partnership is a type of Master Business Licence. A general partnership is composed of two or more persons who agree to contribute money, labor, and/or skill to a business. Each partner shares the profits, losses, and management of the business and each partner is personally and equally liable for debts of the partnership. Formal terms of the partnership are usually contained in a written partnership agreement.
Firm Name For General Partnership
The Ontario government updated the name of a General Partnership to Firm Name for General Partnership where two or more individuals or corporations can own and operate a business. The update was done in October of 2021.
Tradenames
A tradename is a type of Master Business Licence. This provides the opportunity for an existing corporation to operate under a name that is different from the legal name of the corporation. It can be completely different, slightly similar or can be the same as the corporate name just without the legal ending.
Business Name Under a Corporation or General Partnership
In October of 2021 the province of Ontario updated the wording Trade Name to Business Name under a Corporation or General Partnership. Previous to 2021, a General Partnership was not able to form a business under its entity. The ability to operate a secondary business name under an existing corporation remains.
Business Amendment
A business amendment is a filing that allows a Business Name Registration, formerly a Master Business Licence to file an address change, partner change if more than one person or corporation and business activity or NAICS Code with the Provincial Government. An amended Business Name Registration formerly a Master Business Licence is received once the changes have been completed. A new secondary document will be provided as a change to the original filing.
Business Cancellation
A cancellation is a filing that allows a Business Name Registration formerly a Master Business Licence to close down the business prior to the 5 year expiry. A confirmation of filing is received. The cancellation document can be used to close bank accounts, Canada Revenue accounts and Supplier accounts.
Registering a Business
The process of legally establishing a business under a chosen name at the provincial or federal level. In Canada, this might involve obtaining a Business Number (BN) which is a unique identifier from the Canada Revenue Agency (CRA).
Changing a Business
This can refer to various modifications to a business's legal structure, name, ownership, or activities. In Canada, changes must be reported to the appropriate provincial registry or the federal government, depending on where the business is registered.
Canceling a Business
Also known as dissolving a business, this process involves legally ending the existence of a registered business entity. In Canada, the process varies depending on the business structure and whether it is registered provincially or federally.
Business Name Search
A process to check the availability of a desired business name to ensure it is not already in use. In Canada, this might involve a NUANS search or a provincial name search, depending on where you are registering.
Renewal of Business
In Canada, certain business structures and licenses require periodic renewal to remain in active status. This can include municipal licenses, provincial registrations, and domain registrations. The renewal process often involves confirming or updating business information and paying a renewal fee. For corporations, this may also include filing annual returns with the relevant provincial registry or with Corporations Canada for federally incorporated businesses.
Incorporation+
Articles of Incorporation
Articles of Incorporation are a legal entity, allowing you to operate a business name continually. The incorporation is a separate entity from the individuals, there is limited personal liability protection, and the corporation has its own taxation.
Not-For-Profit Incorporation
A not-for-profit corporation is a legal entity and is typically run to further some sort of ideal or goal, rather than in the interests of profit. Many nonprofits serve the public interest.
Charitable Incorporation
A charitable incorporation is a special kind of not-for-profit corporation. This type of registration is for individuals, organizations, and commercial fundraisers that solicit charitable donations from the general public. Charitable organizations also have the availability to provide a tax receipt.
Professional Incorporation
A professional incorporation is specifically designed for those who hold a professional designation, such as Physicians, Lawyers, Accountants, Chiropractors, Engineers, etc. The Professional Incorporation provides the access to incorporating versus Sole Proprietorship registration for any professional in Ontario.
Articles of Continuance
Articles of Continuance filings allow a corporation to move from one Canadian jurisdiction to another. The corporation filing Articles of Continuance intent is to leave one provincial or federal jurisdiction to a completely new jurisdiction.
Corporate Supplies
The term corporate supplies include a legal minute book which is typically a 3 ring binder with a slipcase to protect the paper documents within the minute book. The inserts of the minute book include tabs for the directors, officers and shareholders of the corporation along with share certificates and by-laws, share registry and minutes of meetings paper. The corporate supplies typically include a seal or embosser for document signing.
NUANS
Is a mandatory 7 page report when incorporating. The jurisdictions that require the NUANS report for incorporation are Ontario, Alberta, Federal, New Brunswick, Nova, Scotia, North West Territories, Prince Edward Island and when a Trademark is being completed. The NUANS is recommended for any business registering in Canada as it provides a unique and comprehensive view of existing registered business, corporations and trademarks throughout most of Canada. The NUANS which is a computerized data search system (Newly Upgraded Automated Name Search) provides a document listed all businesses names, corporations within a specific jurisdiction of registration or incorporation and provides any trademarks that may be considered similar to the proposed corporate name or trade-mark with databases of existing corporate bodies, small businesses and trade-marks.
Pre-Search
The Nuans pre-search is a useful tool to those who want to see if a name is available prior to ordering the Nuans. It is the most comprehensive data search available in Canada to review existing corporations, registered businesses and trademarks.
Shares/Share Certificates
A share certificate is a certificate issued by a company certifying that on the date the certificate is issued a certain person is the registered owner of shares in the company. The share certificate overall can be viewed as a monetary investment tool in a privately held corporation (CPCC). Shareholders can be the owners or directors of the corporation and this is the most likely scenario unless outside investment opportunities arise.
Share Structure
The ownership structure is defined by the distribution of equity with regard to votes and capital but also by the identity of the equity owners.
Articles of Amendment
A form filed to change the name, the structure or the minimum/maximum number of directors for a Corporation. The Articles of Amendment are a subsequent filing to the Articles of Incorporation for any or all of these changes to the corporation.
Articles of Dissolution
A form filed to cancel the existence of a Corporation. The Articles of Dissolution are filed by the owners of the corporation to end the corporation's continued existence. Once filed, the ongoing liability of the corporation ceases to exist. It is important the directors of the corporation also notify the Canada Revenue Agency and any suppliers and clients that the corporation is no longer.
Articles of Revival
A form filed to revive a canceled corporation. Typically Articles of Revival are filed with the corporation that has been canceled by the Canada Revenue Agency for non-filing of tax account information and funds or with the provincial or federal corporate registry who holds and manages the corporate records division. The cancellation in this circumstance is typically completed as the articles of incorporation included incomplete or incorrect information related to the corporate address, non filing of the initial notice or annual return requirements.
Extra Provincial Licence (EPL)
Ontario form filing to bring a foreign corporation (outside of Canada) into the Province of Ontario. The Extra Provincial Licence is attached to an existing corporation incorporated outside of Canada and allows the corporation to, in essence, have a Canadian branch of the existing corporation. An address in the Canadian jurisdiction is required and an agent for service.
Form 2 – Bringing an Existing Corporation within Canada into Ontario
A form filed to register another Provincial Corporation as operating in Ontario. The Form 2 allows a branch office for a Canadian owned corporation to set up within the province of Ontario while maintaining their original jurisdiction of operation as well.
Form 1 – Initial Notice
Initial notice is a filing required by the Province of Ontario, which is due within 60 days after filing a new Ontario Incorporation. This provides officer positions held for the corporation along with the ability to update any permanent information not known or completed with the original articles of incorporation filing. This may be the full list of directors, officers, addresses for the corporation along with any updated addresses for any individual listed.
Form 1 – Notice Of Change
The Ontario filing is due within 15 days of a change to a corporation, including director change, address change and/or corporate address change. At any point after the Initial Notice is filed and when an annual return is not required, the change is to be updated to maintain up to date information for the corporation at all times.
Annual Return
An annual return is a yearly filing that is required to keep your Corporation active. This filing is different from your Tax Return due with Revenue Canada. In many jurisdictions in Canada including most provinces. Ontario made the Annual Return filing mandatory in October of 2021. The filing ensures that each corporation has actively provided an update each year to the corporate address, listing of directors and officers. If there is nothing to update, the filing is still required and you simply provide that there are no updates to the corporation. If the yearly annual return filings are not completed, the corporate registry has the ability to fine or cancel the corporation for non-compliance.
Incorporating
The process of legally forming a corporation, which is a type of business structure that is legally separate from its owners. In Canada, businesses can incorporate federally or provincially, providing benefits like limited liability and more funding options.
Liability Protection
Legal measures to protect business owners' personal assets from business debts and liabilities. Incorporating can provide liability protection in Canada.
Personal Liability
The legal responsibility of business owners for the debts and obligations of the business. Sole proprietors and some partners in partnerships face personal liability in Canada.
Corporation
A legal entity that is separate and distinct from its owners, who are known as shareholders. In Canada, corporations can be created at either the federal or provincial/territorial level. They offer limited liability to their shareholders, meaning that the personal assets of the shareholders are protected from the corporation's debts and liabilities.
LLC (Limited Liability Company)
This type of business structure combines the pass-through taxation of a partnership or sole proprietorship with the limited liability of a corporation. However, LLCs are not recognized as a business structure in Canada. Instead, Canada has similar structures, such as the corporation for limited liability and limited partnerships for operations that wish to have some partners with limited liability.
Incorporation
The process of legally forming a corporation under the laws of Canada or one of its provinces or territories. Incorporation creates a legal entity that is separate from its owners, providing them with limited liability protection.
Incorporate
To establish a business as a legally recognized corporation in Canada. Businesses can incorporate federally, through Corporations Canada, or provincially, through the relevant provincial or territorial registry.
Incorporation Documents
A broader set of documents required to incorporate a business in Canada, including the Articles of Incorporation, registered office address, names and addresses of directors, and information about the share structure and initial shareholders.
Officers
Individuals appointed by the board of directors to manage the day-to-day operations of a corporation. In Canada, common corporate officers include the CEO (Chief Executive Officer), CFO (Chief Financial Officer), and COO (Chief Operating Officer), among others.
Directors
Members of a corporation's board of directors, elected by the shareholders to oversee the management of the corporation. Directors make major policy and decision-making responsibilities. In Canada, corporations are required by law to have at least one director, but the exact number can vary depending on the corporation's size and type.
Shareholders
Individuals or entities that own shares in a corporation. Shareholders invest in the corporation and, in return, receive certain rights, such as the right to vote on corporate matters and to receive dividends. In Canada, shareholders' liability is typically limited to the amount they have invested in the corporation.
Name Protection for Business
Legal measures to protect a business name from being used by others. In Canada, incorporation provides some level of name protection at the federal or provincial level, but a trademark offers broader protection.
Corporate Search+
Corporate Profile Report
The corporate profile report also known as the entity report or corporate search provides current details that are listed for the corporation; including address for the corporation, current director’s and officer’s names and addresses, how long the business has been established, if active and may possibly provide information on business activity. It will also confirm if there are any active or expired trade names on file for the corporation. The document list in Ontario is now part of the corporate search or corporate profile report on the last page of the document. This provides a listing of any filings completed by the corporation historically including initial notice, notice of change, annual returns, articles of amendment, and as stated the current or expired trade names. The document list only provides the document filed and if you wish to see the details of any of the previous filings, you would need to order a specific document request to obtain.
Certificate of Status, Certificate of Compliance, Certificate of Good Standing
Typically a one page certified document as to whether a corporation is active or not as of the date of the request. A certificate is commonly used for any business purchase or sale, branching the corporation into another domestic or foreign country or for insurance or financial institutional requirements.
Document Replica
The Document Replica was a document requested to obtain a copy of a replacement copy of an Ontario Master Business Licence. This document no longer exists in the province of Ontario as of October 2021.
Point in Time Report
The Point in Time report provides the details of the corporation including the head office address, director(s) and officer(s) names and addresses at a specific timeframe. If you wish to search historically to find when a director or officer came in or left a corporation, the point in time report will provide the full listing of who was listed on the corporation at a specific date.
Document List
The Document LIst which is only available in Ontario was amalgamated into the profile or corporate search report in October of 2021. The Document List provides any historic filing by the corporation or registered business.
Business Names List
The Business Names List provides both current and expired tradenames as part of the document list provided in a corporate search or profile report in Ontario. This came into effect October of 2021. HIstorically, the Business Names List provides the name and BIN number of any current Master Business Licences (operating names) currently held by a corporation.
BNLP Document List
The BNLP is no longer available in the province of Ontario effective October of 2021 The BNLP DocThe BNLP Document List provides a list of all filings attached to a specific Master Business Licence including the registration, any changes, renewals or cancellations.
Business Names Report (BNR)
The Business Names Report provides details of a current Business Names Report historically known as the Master Business Licence including business address, owners, owners address, date of registration and business activity.
Microfiche - Articles of Incorporation
A request can be made to obtain a copy of the original Articles of Incorporation or Articles of Amendment for an Ontario incorporated company. The Articles of Incorporation never change with the filing of Articles of Amendment, Articles of Revival or Articles of Dissolution for a Corporation.
Due Diligence+
PPSA Search
The PPSA (Personal Property Securities Act) search allows you to search an individual or corporation for any current loans under motor vehicles, equipment, inventory or consumer goods. A request can be made for an individual as non specific without a birth date or specific with a birth date. For corporations, the correct full legal name of the corporation is required. Business Name Registrations or BNR’s cannot be searched as they are not a separate entity from the individual owners. In this case, you would search the owners of the registered business such as the Sole Proprietorship or Firm Name for a General Partnership or historically a General Partnership.
Bank Act Certificate (Section 427) Search
The Bank Act Certificate provides if any financial institution in Canada has first priority on any debt owing including goods and equipment.
Official Receiver Search
The Official Receiver is a database held by the Registrar General of Canada and maintains a databank of bankruptcy filings of either an individual or a corporation. The certificate will either provide details or the bankruptcy or confirm there are no bankruptcies listed.
Bankruptcy Search
The Bankruptcy Search is a manual search conducted at the local courthouse to the individual or corporation being searched. This will indicate of an individual or corporation has been petitioned into bankruptcy within Ontario.
Litigation Searches
The Litigation Searches are available to search within the local courthouse for either an individual or corporation to see if there are litigation files listed. Often the litigation searches are ordered to see if an individual or corporation has had issues with previous lenders and creditors.
Corporation & Registration Identifying Numbers+
BN Number (Business Number)
The BN number is a business tax number provided to both incorporated and registered businesses in Canada. With a new incorporation in Ontario, the BN number is automatically provided when the company is incorporated, A BN number for a registered business is provided when tax accounts for the business are to be established for the Revenue Canada Agency.
BIN Number (Business Identification Number)
The BIN number is a 9 Digit number provided for a Business Name Registration historically a Master Business Licence in Ontario.
Corporate Number
The corporate number is an identifying corporate number provided to each new corporation incorporated in any jurisdiction in Canada. This is similar to a Sin number for an individual and is provided by the corporate registry in the jurisdiction of incorporation.
Company Key
The company key was introduced in October of 2021 by the Province of Ontario through its Ontario Business Registry system. The company key is a unique number to each registration or incorporation completed in Ontario and it an identifier for any subsequent filings.
Corporate Key
The corporate key is used for any corporate filing with the federal government initiated with the incorporation process. The corporate key is an identifier that is required when a corporation has any subsequent filing with Corporations Canada
Naics Code
The Naics code was introduced for any new registration or incorporation in Ontario post October 2021. The naics code stands for the North American Industry Classification System Code which is an industry classification for industry based information.
Trademark+
Trademark
A legal mechanism to protect a business name, logo, or slogan uniquely identifying goods or services. In Canada, trademarks are registered through the Canadian Intellectual Property Office (CIPO).
Domain+
Domain Name
The unique web address used to identify a website. In Canada, businesses often register .ca domain names to signify their presence in the Canadian market.
Domain Search
The process of looking up a domain name to see if it is available for registration. For Canadian businesses, this often involves searching for .ca domains through the Canadian Internet Registration Authority (CIRA).
Domain Registration
The act of acquiring a domain name from a domain registrar. In Canada, businesses can register .ca domains to signify their Canadian presence, subject to meeting CIRA's Canadian Presence Requirements.
Tax Accounts+
Taxation
Refers to the process by which governments finance their expenditure by imposing charges on citizens and corporate entities. In Canada, this includes personal tax, corporate tax, GST/HST, and more.
HST (Harmonized Sales Tax)
A combined tax that includes the federal Goods and Services Tax (GST) and the provincial sales tax in some provinces. It's applied to most goods and services in participating provinces.
GST (Goods and Services Tax)
A federal tax applied to the sale of goods and services in Canada. Businesses may need to register for a GST/HST account if they meet certain criteria.
Corporate Tax
Tax imposed on the income or profit of corporations. Canada has a two-tier system, taxing income at the federal level and at the provincial or territorial level.
Personal Tax
Tax levied on the income of individuals. In Canada, this includes both federal and provincial/territorial taxes, with rates varying based on income levels.
WSIB (Workplace Safety and Insurance Board)
An agency in Ontario that provides workers' compensation insurance and support to employees injured on the job. Other provinces have similar agencies with different names.
Tax Advantages
Financial benefits derived from tax policies, such as deductions, credits, or lower rates. Both corporations and sole proprietors in Canada can access various tax advantages based on their business structure.
Import & Export License
Licenses or permits required for businesses to legally import goods into Canada or export goods from Canada. Requirements vary based on the type of goods and countries involved.
Municipal Licence
A permit or license required by a business to operate legally within a specific municipality in Canada. Requirements vary by city and the type of business activity.
BizPal
An online service provided by the Canadian government that helps entrepreneurs find information on business permits and licenses needed from all levels of government (federal, provincial, and municipal).
Government+
CRA (Canada Revenue Agency)
The federal agency responsible for administering tax laws for the Government of Canada and for most provinces and territories, including overseeing tax collection and benefits programs.
Revenue Canada
Former name for the Canada Revenue Agency (CRA). The agency's responsibilities include tax collection and administration of various social and economic benefit and incentive programs delivered through the tax system.
Minister of Finance
A federal cabinet position in Canada responsible for overseeing the Department of Finance and the economy, including the development of fiscal policy and the preparation of the federal budget.
Ministry of Consumer & Business Services
Provincial departments responsible for consumer affairs, business registrations, and other related services. Names and responsibilities can vary by province.
Ontario Business Registry
The online platform for managing a business's legal requirements in Ontario, such as registrations, renewals, and filings. It replaced paper-based processes and offered a streamlined way to interact with the provincial government.
Not For Profit Incorporation+
Not-for-Profit
This term is commonly used in Canada to describe organizations that operate for purposes other than generating profit. Not-for-profit organizations can engage in various activities, including cultural, educational, and recreational endeavors. Any profits earned are reinvested into the organization’s mission rather than distributed to members or leaders. Not-for-profits can be registered at either the federal or provincial level and do not have ownership shares.
Non-Profit
Similar to not-for-profit organizations, non-profit entities are organized for social, educational, charitable, religious, or other activities without the intention of making a profit. The term "non-profit" is more commonly used in legal and formal contexts in Canada, such as in the Income Tax Act, which distinguishes non-profits for tax-exemption purposes. Non-profits can issue tax receipts for donations if they are registered charities.
ONCA (Ontario Not-for-Profit Corporations Act)
The ONCA is specific legislation that governs not-for-profit corporations in Ontario, Canada. It provides a modern legal framework that addresses incorporation, governance, and dissolution of not-for-profits in the province. The act aims to make it easier for not-for-profit corporations to operate and provides them with more flexibility in areas such as electronic communication, member rights, and director duties.
NGO (Non-Governmental Organization)
While the term NGO can be used interchangeably with non-profit or not-for-profit, it more specifically refers to organizations that operate independently from the government and are typically involved in international development, humanitarian, and policy advocacy work. NGOs can be either not-for-profit or charitable in nature and often focus on broader social, environmental, or political goals.
Charitable
The adjective "charitable" describes actions, organizations, or individuals that are motivated by or involved in charity. It implies a willingness to help others, especially those in need, without expecting anything in return. Charitable actions include donating money, goods, or time to causes or individuals, as well as broader efforts to alleviate poverty, provide education, and support health care and disaster relief. A charitable organization is one that operates to fulfill charitable purposes, often benefiting from tax exemptions and other legal advantages intended to encourage philanthropy and the redistribution of resources to those in need.