Business name search, incorporation and legal dissolution

search  Name search

A NUANS name search is a computerized search system that compares a proposed corporate / business name or trade-mark with databases of existing corporate names and trademarks. This comparison determines the similarity that may exists between the proposed name or trademark and existing names in the database, and produces a listing of names that are found to be most similar.

The search report consists of 7 pages and allows you to evaluate the availability of the proposed name.

 incorporation  Incorporation

As an entrepreneur in Canada, you may be eager to incorporate your new business based on the advice of your lawyer or accountant. Why? Simple – there are often many benefits of incorporating versus registering an Operating Name(Trade Name) or Sole Proprietorship. In the simplest terms, an Incorporation is a legal entity that generates revenues and files taxes. It provides a basic shield of protection to you, the businessperson, and the revenues of the Corporation will most likely be taxed at a lower amount than a solopreneur.

 dissolution  Legal dissolution

Dissolution is the legal termination of a corporation. In other words, dissolution is the act of ending a corporation’s existence. A corporation is dissolved when Corporations a issues a certificate or article of dissolution.

There are three types of dissolution.

Voluntary dissolution

At some point in the life of the corporation, directors or shareholders can decide to voluntarily dissolve the corporation by special resolution.

Administrative dissolution

Corporations can issue a certificate or article of dissolution and dissolve a corporation on its own initiative under the following circumstances:

  • the corporation has not commenced its business within three years after the date shown in its certificate or articles of incorporation
  • the corporation has not carried on its business for three consecutive years
  • the corporation is in default for a one-year period in sending to Corporations Canada any fee, notice or other document required by the CBCA, or
  • the corporation does not have any directors.

Before dissolving the corporation, Corporations Canada (Ontario) must give notice of its intent to dissolve to the corporation and to each of its directors.

Dissolution by court order

The CBCA also provides for the involuntary dissolution of a corporation by court order on several grounds. The director or any interested person may apply to a court for an order dissolving a corporation if the corporation has:

  • failed to hold annual meetings of shareholders as required by the CBCA
  • contravened certain requirements of the CBCA, such as undertaking activities not permitted by the articles; not providing shareholder access to the corporations’ records; or not providing financial statements to the shareholders, or
  • obtained any certificate under the CBCA by misrepresentation.

In addition, a court may order the dissolution and liquidation of a corporation on the application of a shareholder in certain circumstances, such as when the actions of the corporation are oppressive or unfairly prejudicial to the interests of any shareholder, creditor, officer or director or these actions cause such a result.

In such cases of involuntary dissolution, the court may make any order it thinks fit in connection with the liquidation or the dissolution of the corporation, including appointing a liquidator and directing that notice be given or payments made to identified parties. If the court makes an order for the liquidation of a corporation, the corporation continues in existence but ceases its activities except those that are, in the opinion of the liquidator, required for an orderly liquidation. In addition, the powers of the directors and shareholders cease and are instead vested in the liquidator.

Any further assistance to incorporate  or dissolve a Federal or Ontario Corporation in Canada contact us