What is a numbered company?

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Written by For Founders Law, a Toronto firm licensed by the Law Society of Ontario. About us

Short answer

A numbered company is a corporation whose legal name is a number assigned by the government, followed by Ontario or Canada and a legal ending such as Inc. It's the same kind of corporation as a named one. You can operate it under a registered business name, or change to a word name later by filing articles of amendment.

What does a numbered company’s name look like?

It’s a number followed by the jurisdiction and a legal ending. An Ontario numbered company is named with its Ontario corporation number followed by “Ontario” and a legal ending, such as “1234567 Ontario Inc.” A federal one is a number followed by “Canada” and a legal ending. Section 11 of the CBCA requires Corporations Canada to assign a designating number name if the incorporators ask for one, and Ontario offers the same option.

Legally, nothing else is different. A numbered company has the same powers, the same director duties and the same filings as one with a word name.

Why would a founder choose a number?

Usually for speed, cost or because the name isn’t settled:

Can a numbered company use a brand name?

Yes, but in Ontario you generally have to register it. Ontario’s Business Names Act says a corporation can’t carry on business or identify itself to the public under a name other than its corporate name unless that name is registered. Registration costs $60 online and lasts five years, according to Ontario’s fees page. A corporation that carries on business without a required registration can have trouble bringing a lawsuit in Ontario about that business until it registers.

Contracts, invoices and bank accounts should still show the legal name, for example “1234567 Ontario Inc., operating as Northbeam”. That way it’s clear which entity is bound.

A business name registration is not a trademark. It records who’s using the name; it doesn’t give you exclusive rights to it. See business name registration.

How do I change to a word name later?

File articles of amendment. An Ontario corporation needs a new NUANS report; Corporations Canada runs its own name search for a federal one. Ontario’s fee is $150 and Corporations Canada’s online fee is $200, as listed on each government’s fees page; fees can change. The shareholders approve the change by special resolution, and the company keeps its corporation number, contracts and tax accounts.

Numbered companyNamed company
Name search at incorporationNot neededNUANS report for Ontario; built into the federal application
Brand on invoices and websiteRegister a business nameCorporate name, if it’s the brand
Change laterArticles of amendmentArticles of amendment
Common useHolding companies, fast launchesOperating companies with a settled brand

Does a number look less professional to investors?

Investors care about the minute book, the cap table and IP ownership, not the name. Many startups switch to a word name before a round simply because it’s tidier.

Our incorporation fee starts at $600, with any NUANS search for a named company charged at cost. See fees.

This guide is general information about Ontario and Canadian law, not legal advice for your situation. To talk through your company’s name and structure, book a free 15-minute consult.

Sources

  1. Canada Business Corporations Act, s. 11 (designating number)
  2. Business Corporations Act (Ontario)
  3. Business Names Act (Ontario)
  4. Ontario: companies service standards and fees
  5. Corporations Canada: naming a corporation
  6. Corporations Canada: services, fees and processing times