Registration of Interests - Using a Business Name

Situation

At times, corporations have registered interests listing their business name as the interest holder rather than their corporate entity name. This causes problems when the corporation wants to deal with the interests because the business name is not a legal entity and has no capacity to execute an authorization.

Solution

The holder of a registered business name may authorize an interest registration, discharge, assignment or amendment.

A holder may include a corporation, sole proprietor, partnership, limited partnership, joint venture or syndicate.
Generally, to sign on behalf of a registered business name, ISC will permit the use of an affidavit as evidence linking the holder to the business name.

For Corporations, the affidavit must:
  • Be sworn by a person authorized to sign on behalf of the corporation.
  • Outline the details of the registration that registered the interest in the business name.
  • Include the correct corporate name that should have been registered.
  • Confirm that the corporate name is currently registered with the Corporate Registry.
  • Confirm that the business name is currently registered to the corporation with Corporate Registry.
NOTE: A Certificate of Registration and Corporate Registry Profile Report must be attached to the affidavit.

For Sole Proprietors, the affidavit must:
  • Be sworn by the owner of the business name.
  • Outline the details of the registration that registered the interest in the business name.
  • Include the correct name that should have been registered.
  • Confirm that the business name was a registered business name of the sole proprietor at the time of the registration of the interest.
  • Confirm that the business name is currently registered to the individual with Corporate Registry.
For Partnerships, the affidavit must:
  • Be sworn by a registered member of the partnership who is authorized to sign on behalf of the partnership.
  • Outline the details of the registration that registered the interest in the business name.
  • Include the name of the partners that should have been registered.
  • Confirm that the business name was a registered business name of the partners at the time of the registration of the interest.
  • Confirm that the business name is currently registered to the partners with Corporate Registry.
If any of the conditions cannot be met for any of these categories, then a court order is required to deal with the interest.

NOTE: This rule does not apply if the business name and the corporate name are included in one name by using words such as "trading as," "operating under," "a subsidiary of," "a division of," "carrying on business as," "a collateral agent" or other variations. For example, if IG9 Holdings Limited registered the interest as "IG9 Holdings Limited trading as IG9 Saskatchewan," it would have to obtain a court order to authorize dealings with the interest.