Section 27 of the Business Corporations Act (British Columbia) requires that a Company display its full corporate name (including its designation such as “Ltd.”) in legible character and in a conspicuous position at every place at which it carries on business. The Company must also display its full corporate name on a wide variety of corporate documents, including all of its notices, publications, contracts, business letters, order for goods, invoices, statements of account, receipts, letters of credit, bills of exchange, endorsements, money orders, cheques, and promissory notes. Business cards, websites, and stationary should also display the Company’s full corporate name.
If the Company’s full corporate name is not displayed as required, then a director, officer, or other person who is acting on the behalf of the Company may be found to be personally liable to indemnify a purchaser, supplier or holder of any security granted by such company or individual who has suffered loss or damage as a result of being misled by the Company’s failure to display or use its corporate name. Moreover, if the Company fails to correctly display its full corporate name on a negotiable instrument (e.g., bill of exchange, promissory note, endorsement, cheque, or money order) and the Company does not fulfill its obligations under the instrument, the director, officer or other person who issued or authorized the instrument on behalf of the Company may be found personally liable for the amount of the instrument, regardless of whether the holder of the instrument has been misled by the failure to correctly display the Company’s full corporate name.
In order to evidence the fact that directors, officers or other persons are acting on the Company’s behalf, all documents requiring signature should be signed in a corporate capacity as follows:ABC COMPANY LTD., by its authorized signatory: _____________________________ Print Name
Should the Company choose to use any name other than its full corporate name to conduct its business, then that business name must be registered with the British Columbia Registrar of Companies pursuant to s. 88 of the Partnership Act (British Columbia). Registration and use of a business name does not exempt the Company from compliance with the requirements outlined above, so the Company’s full corporate name must still be displayed on all documents along with the business name. Similarly, the registration of a business name does not protect the Company from allegations that the use of the busines name constitutes an infringement of a registered trade-mark.
Naming your business can be one of the most exciting first steps to starting your business venture. However, if used improperly, it can lead to unintentional consequences that may invalidate one of the main benefits of incorporation: liability protection. If you are thinking of incorporating a business, or already have a company and would like to ensure that you are maintaining the correct naming procedures, please do not hesitate to reach out to one of our lawyers.
Author: Sasha Platz
This information is general in nature only. You should consult a lawyer before acting on any of this information. This information should not be considered as legal advice. To learn more about your legal needs, please contact our office at (250) 448-2637 or any of our lawyers practicing real estate law at the following:Una Kuzio: firstname.lastname@example.org Jane Otterstrom: email@example.com Sasha Platz: firstname.lastname@example.org