Business registration

How BC law treats it

How a business registers depends on its structure. A company is created by filing an incorporation application with BC Registries under the Business Corporations Act, SBC 2002, c 57 (BCBCA). A corporation formed outside BC must register as an extraprovincial company under the BCBCA to carry on business in the province. Sole proprietors and general partnerships register under the Partnership Act, RSBC 1996, c 348 by filing a registration statement, usually after obtaining name approval. A sole proprietor who trades only under their own legal name does not need to register. The statement must be filed within three months after the partnership is formed or the business name is first used (ss. 82 and 88). Limited partnerships and limited liability partnerships have their own registration requirements, and a limited partnership does not exist until it files. Registration with BC Registries is separate from tax and other accounts. The Canada Revenue Agency issues a business number, and a business must register for GST once its taxable sales exceed the small supplier threshold under the Excise Tax Act, RSC 1985, c E-15. Businesses selling taxable goods or services in BC may need to register for PST under the Provincial Sales Tax Act, SBC 2012, c 35. Employers register with WorkSafeBC, and most businesses need a municipal business licence. Registering a name with BC Registries does not give exclusive rights to it. Trademark rights arise from use and passing off at common law, or from registration under the federal Trademarks Act, RSC 1985, c T-13.

What it means for your business

Founders often register a name and assume the business is protected or properly set up. A registered proprietorship gives no limited liability, and a registered name gives no trademark rights. Choosing the right structure first, then registering, then opening tax and payroll accounts avoids penalties and messy reorganizations later. Investors and lenders will check that the entity exists, is in good standing and owns its name and brand before they commit money. Example: Two friends start a Vancouver design studio and register a partnership name. When a client sues, they learn each partner is personally liable for the full debt, which incorporating a company first could have limited.

Risks and common mistakes

Believing that registering a business name protects it as a trademark. Registering a proprietorship or partnership when the owners actually need the limited liability of a company. Forgetting to register for GST after taxable sales pass the small supplier threshold. Carrying on business in BC through an out of province corporation without extraprovincial registration. Missing the Partnership Act filing deadline after starting to trade under a name other than the owner's own.