Key Takeaways

  • A numbered company is a corporation that uses a government-assigned number instead of a unique business name.
  • Numbered companies are faster and less expensive to incorporate since they bypass NUANS name checks.
  • These entities are ideal for internal operations, such as holding real estate or assets, where branding is not a priority.
  • You can operate under a trade name if desired, providing flexibility without complicating the legal structure.
  • Both named and numbered corporations share the same rights, obligations, and compliance requirements under the law.

The benefits of a numbered company are many. The term numbered company simply refers to a business that has incorporated that has decided to not choose a specific or descriptive name. When choosing a numbered company, the registry will assign a number followed by the appropriate legal designation such as Inc.

In Alberta, a named company will consist of a distinct word, a descriptive element, and then the required legal designator.

If you are registering your company in Ontario, you will have three options when it comes to choosing a name:

  1. You can incorporate a company that already has a name such as Wolverine Roofing, Inc. This is a popular option because the name is usually familiar and easy to remember.
  2. Another option is to use a named or numbered corporation name and then adopt a business name by registering it with the government. This will give you the option to use the business name for advertising and marketing purposes. When choosing a name, it will need to be different than any other company, so it does not confuse the public. To check you can perform a free search of the government database.
  3. The last option is choosing to have just a numbered company. With a numbered company you will not need to worry about choosing a name as the government will simply assign a number with the necessary indicator such as 19876 Alberta, Inc. While this can be quicker and easier it is not as consumer friendly.

Benefits of a Numbered Company

While numbered companies aren't always considered consumer friendly, there are many companies that do not work directly with the general public such as companies that hold real estate titles. Since the company will not need to advertise, a name for the company does not matter.

There are other benefits to having a numbered company such as:

  • A numbered company enjoys all of the same tax and liability advantages.
  • They are cheaper and easier to set up.
  • They do not require an additional NUANS search or the fees that go with it.
  • It will never have an issue with its name since it is assigned by the government and no two corporations will get the same number.

Both named and numbered companies will need to provide the same reporting and disclosure requirements.

Limitations of a Numbered Company

Despite their advantages, numbered companies have several limitations to consider:

  • Lack of Consumer Recognition: They are not ideal for businesses that rely on brand awareness, such as retail stores or consumer-facing services.
  • Marketing Challenges: Advertising under a numeric identity like "1234567 Alberta Ltd." can appear impersonal or confusing to customers.
  • Requirement for a Trade Name: If you later decide to operate under a name, you’ll need to register a separate business name (also called a trade name or operating name), adding an extra step.

When Should You Use a Numbered Company?

Numbered companies are particularly well-suited for situations where external branding is not necessary. Common use cases include:

  • Real Estate Holding Companies: These companies own property and rarely interact with the public, so a unique business name is unnecessary.
  • Internal Business Structures: Large businesses might use numbered companies to create internal subsidiaries or divisions for tax, legal, or liability purposes.
  • Temporary Ventures: Entrepreneurs testing a market or holding short-term investments may prefer a numbered company for simplicity.
  • Confidential Ventures: Since numbered companies do not suggest the nature of the business, they can provide a layer of anonymity, which may be desirable in strategic or sensitive dealings.

Incorporating a Named Company in Alberta

When incorporating, a named corporation in Alberta, you will be first required to obtain a report from the Corporate Registry, which is referred to as a NUANS report. This report will let you know if your chosen name is available and if there are any other names close to it.

To determine if you can use your chosen name is a two-step process. First, the name will be reviewed to make sure that it is original and there are no other corporations bearing the name. Next, they need to determine if the name bears enough similarity to another corporation that it could cause confusion.

If there is a risk of the name being confused with another, then the name can be challenged. The other company has the right to argue that there is too much similarity and it can affect their business and have the right to file an objection with the registrar against the use of the name. If this occurs, you may be required to change your name.

Even if a corporation does not have the ability to object with the registrar, it might still have a case that can be made in civil court. They may seek to recover damages from what the confusion may have caused.

Incorporating a Named Company and a Numbered Company in Alberta

There are multiple steps to incorporating a named company and a numbered company in Alberta. You will need to:

  • File your company's Articles of Incorporation with the Registrar of Corporations in Alberta.
  • Choose an Alberta Registered Office and records office. You will need to have someone to accept legal documents on your company's behalf and a physical location where records can be accessed.
  • Decide who the founding directors of your corporation will be.
  • Create and maintain a corporate book of meeting minutes to include all by-laws, resolutions, and stock share certificates

Changing from a Numbered to a Named Company

You are not locked into a numeric identity forever. Corporations can request a name change after incorporation. To do so in Alberta or Ontario:

  1. Submit a NUANS name search to confirm your desired name is available.
  2. File an Articles of Amendment with the appropriate provincial or federal corporate registry.
  3. Pay the associated government fees.

Once approved, your corporation will retain its original incorporation number internally, but its public-facing name will change to the new registered name.

Frequently Asked Questions

1. What is a numbered company?

A numbered company is a legal business entity that uses a government-assigned number instead of a chosen business name, typically followed by a jurisdictional designation (e.g., 1234567 Ontario Inc.).

2. Can I run a business under a different name than my numbered company?

Yes. You can register a trade name or operating name with the province to use for branding and marketing while your legal corporate name remains numeric.

3. Is a numbered company cheaper to incorporate?

Yes. It’s usually cheaper and quicker because it avoids the name search process and associated NUANS report fees.

4. Can I change my numbered company to a named one later?

Absolutely. You can amend the Articles of Incorporation at any time to adopt a descriptive name, subject to name availability and provincial approval.

5. Do numbered companies have the same legal rights as named ones?

Yes. A numbered company has the same rights, obligations, and liability protections as a named corporation under corporate law.

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