A trade name, also called a business name, operating name, assumed name or DBA (“doing business as”), is a name a corporation uses in place of its legal name: on its sign, website, invoices or bank account. The corporation stays the same legal person. The trade name is only the name it trades under.
Most provinces and states require the corporation to register the name before or soon after it starts using it. No statute we checked requires a resolution to do that, but a directors’ resolution records that the corporation chose the name and who may register it, and it gives the person signing the filing their authority.
- Approved by
- The directors
- Signed by
- Every director entitled to vote, if passed in writing
- Required by statute
- No. Registries ask only for a filing signed by an authorized officer or director
- Filed with the government
- The trade name, in most provinces and states; the resolution, no
- Renewal
- Every five years in Ontario, California and Florida; up to 10 years in Texas; never in Delaware
When you need one
- Trading under a brand, store or website name that isn’t the corporation’s legal name.
- A numbered company, such as 1234567 Ontario Inc., that trades under a word name.
- Keeping a sole proprietorship’s name after incorporating the business.
- Buying a business and continuing to trade under its name.
- Opening a bank or merchant account in the trade name.
- Renewing, changing or cancelling a registered trade name.
Who approves it
Choosing a name to trade under is part of managing the business, which corporate statutes give to the directors. The registries don’t ask for a resolution: they want the filing signed by an officer, a director or another authorized person. What the law does regulate is the registration itself, and the rules differ by province and state.
| Jurisdiction | Rule |
|---|---|
| Canada, federal (CBCA) | A corporation may use another name that doesn’t contain “Limited”, “Incorporated”, “Corporation” or a similar word (s. 10(6)), and must show its legal name on contracts, invoices, negotiable instruments and orders (s. 10(5)). There is no federal trade name registry: register in each province where you use the name. |
| Ontario (Business Names Act) | Register before using the name (s. 2(1)); this applies to federal and out-of-province corporations too. A registration lasts five years (s. 4(1.1)). Until it is registered, the corporation can’t sue in Ontario about that business without the court’s permission (s. 7(1)). Show both names on contracts, invoices, negotiable instruments and orders (s. 2(6)). |
| British Columbia (Partnership Act) | Reserve the name, then file a registration statement within 3 months after first using it (ss. 88(1) and 89). The company’s legal name must still appear on its contracts, business letters, orders, invoices and cheques (Business Corporations Act, s. 27). |
| Alberta (Partnership Act) | File a declaration with the Registrar of Corporations within 6 months after first using the name (s. 110). Not filing is an offence (s. 112), and a lawsuit can be stayed until the declaration is filed (s. 113). The name can’t contain “Limited”, “Incorporated” or “Corporation” (Business Corporations Act, s. 10(10)). |
| Quebec (Act respecting the legal publicity of enterprises) | Declare every other name used in Quebec to the enterprise registrar (Civil Code, art. 306; s. 33) and update the declaration within 30 days of a change (s. 41). The name must comply with the Charter of the French language (s. 17), and a Quebec corporation’s other name can’t contain “inc.”, “ltée” or a similar term (Business Corporations Act, s. 21). |
| Delaware (6 Del. C. ch. 31) | Registration is optional for a corporation (§ 3108). Since February 2, 2026, the Division of Revenue has kept the state’s trade name registry, which requires a Delaware business license account. Registrations don’t expire. |
| California (Bus. & Prof. Code §§ 17900 to 17930) | File a fictitious business name statement with the clerk of the county of the principal place of business within 40 days of starting to use the name (§§ 17910, 17915), then publish it in a newspaper (§ 17917). It expires after five years (§ 17920). Until it is filed and published, the corporation can’t sue on contracts made under the name (§ 17918). |
| Texas (Bus. & Com. Code ch. 71) | File an assumed name certificate with the Secretary of State (§ 71.103) for a period of up to 10 years (§ 71.102). Without it, the corporation can’t bring a lawsuit in Texas until the certificate is filed (§ 71.201). |
| New York (Gen. Bus. Law § 130) | File a certificate of assumed name with the Department of State and display a certified copy at each place of business (§ 130(1), (4)). Without it, the corporation can’t sue on contracts made under the name until it files (§ 130(9)). |
| Florida (Fla. Stat. § 865.09) | Advertise the name once in a local newspaper, then register it with the Division of Corporations before using it (§ 865.09(3)). A registration lasts until December 31 of the fifth year and can be renewed (§ 865.09(5), (6)). Without it, the corporation can’t sue until it registers (§ 865.09(9)). |
Before you sign
- Search the name first. Check the business name registry and trademark databases where you’ll use it. A trade name registration records that the corporation uses the name; it isn’t a trademark.
- Register in each place you use it. A federal Canadian corporation registers with each province where it trades under the name. In the US, follow the rules of each state where you do business.
- Check the wording. Several statutes bar “Limited”, “Incorporated”, “Corporation” and their abbreviations in a corporation’s other name.
- Check the deadline. Some places want the name registered before you use it; others allow 40 days (California), 3 months (British Columbia) or 6 months (Alberta).
- Plan how documents will read. Most statutes require the legal name on contracts and invoices, and Ontario requires both names. “[Legal name] operating as [trade name]” covers both.
A trade name is not a separate company
The corporation is still the only legal person. Contracts signed under the trade name bind the corporation, and using another name doesn’t separate the debts or risks of that part of the business. If you want a separate business with its own liability, that is a new corporation, not a trade name.
Sample wording
Adapt the wording to your corporation: replace everything in square brackets, and check your articles, bylaws and any shareholder agreement first. Each person signs and dates a copy, and a scanned or electronic signature is usually fine.
Resolutions of the directors of [Corporation name] (the “Corporation”)
BE IT RESOLVED THAT:
1. The Corporation carry on business under the name “[trade name]” in [province(s)], in addition to its corporate name.
2. [Name, title] is authorized to register the name with the business name registry of each province where the Corporation uses it, to renew or update the registration as required, and to sign any document needed to do so.
3. The Corporation’s legal name will appear with the trade name on its contracts, invoices, cheques and orders wherever the law requires it.
4. [If applicable: [Name, title] is authorized to open or update accounts with [bank name] in the name “[legal name] operating as [trade name]”.]
The foregoing resolutions are passed by the signatures of all the directors of the Corporation, as of [date].
______________________________
[Name], director
______________________________
[Name], director
Action by unanimous written consent of the board of directors of [Corporation name] (the “Corporation”)
RESOLVED, that the Corporation transact business in the State of [state] under the assumed name “[trade name]”, in addition to its legal name;
RESOLVED FURTHER, that [name, title] is authorized to sign and file the assumed name certificate, fictitious business name statement or trade name registration required in [state or county], to publish any notice the law requires, and to renew or amend the filing as needed; and
RESOLVED FURTHER, that the officers are authorized to open or update bank and merchant accounts in the name “[legal name] DBA [trade name]” and to take any other action needed to carry out these resolutions.
This consent is signed by all the directors of the Corporation, is effective as of [date], and will be filed with the minutes of the proceedings of the board.
______________________________
[Name], director
______________________________
[Name], director
After you sign
- Register the name, or file the declaration or statement, before the deadline, and keep the confirmation.
- Note the renewal date if the registration expires.
- Update the bank, payment processor, insurer and key suppliers, and set up invoices and contracts to show “[legal name] operating as [trade name]”.
- In New York, display a certified copy of the certificate at each place of business.
- When you stop using the name, file the cancellation or abandonment the registry provides, so the public record stays current.
What to keep in your minute book
- The signed resolution.
- The registration, declaration or filed statement, with proof of publication where it was required.
- A list of every trade name the corporation uses, where each is registered and when each expires.
Common questions
Is a resolution required to register a trade name?
Not under any statute we checked. The registries ask for a filing signed by an authorized officer, director or representative. A resolution is good practice: it records that the corporation chose the name and who was authorized to register it.
Does a trade name create a separate company?
No. The corporation is still the only legal person, and contracts made under the trade name bind it.
Where does a federal Canadian corporation register a trade name?
With each province where it uses the name. Corporations Canada doesn’t register trade names; registering them is a provincial responsibility.
Can a numbered company use a trade name?
Yes. It is one of the most common reasons to register one: 1234567 Ontario Inc. can trade as “Northside Bakery” once the name is registered in Ontario.
Does registering a trade name protect it?
A registration records that the corporation uses the name. It isn’t a trademark, so if the brand matters, ask a trademark lawyer or agent about protecting it.
This page is general information about corporate resolutions in the United States and Canada, not legal or tax advice. The sample wording is a starting point: your articles, bylaws and any shareholder agreement may require something different, and rules change over time. For advice about your corporation, speak with a qualified lawyer or accountant.
Sources
- Canada Business Corporations Act, sections 10(5), 10(6) and 12(1)
- Government of Canada: choosing a business name
- Ontario Business Names Act, sections 2, 4 and 7
- Ontario Business Corporations Act, section 11(2)
- British Columbia Partnership Act, sections 88 and 89
- British Columbia Business Corporations Act, section 27
- Alberta Partnership Act, sections 110, 112 and 113
- Alberta Business Corporations Act, section 10
- Quebec Act respecting the legal publicity of enterprises, sections 17, 33 and 41
- Civil Code of Québec, article 306
- Quebec Business Corporations Act, section 21
- Delaware Code, title 6, chapter 31 (trade names)
- Delaware Division of Revenue: trade name FAQs
- California Business and Professions Code, sections 17900 to 17930
- Texas Business and Commerce Code, chapter 71
- New York General Business Law, section 130
- Florida Statutes, section 865.09