Canada Business Corporations Regulations, 2001 (SOR/2001-512)

Reserving Name

17.1 For the purpose of subsection 11(1) of the Act, the prescribed period is 90 days.

Confusing Names

18 A corporate name is confusing with

• (a) a trademark or an official mark if it is the same as that trademark or official mark or if the use of both the corporate name and either the trademark or the official mark, as the case may be, is likely to lead to the inference that the business carried on or intended to be carried on under the corporate name and the business connected with the trademark or official mark, as the case may be, are one business, whether or not the nature of the business of each is generally the same; or

• (b) a trade-name if it is the same as that trade-name or if the use of both names is likely to lead to the inference that the business carried on or intended to be carried on under the corporate name and the business carried on under the trade-name are one business, whether or not the nature of the business of each is generally the same.

19 For the purpose of subsection 12(1) of the Act, a corporate name is prohibited if its use causes confusion with a trademark, official mark or trade-name, having regard to the circumstances, including

• (a) the inherent distinctiveness of the whole or any element of the trademark, official mark or trade-name and the extent to which it has become known;

• (b) the length of time that the trademark, official mark or trade-name has been in use;

• (c) the nature of the goods, services or business with which the trademark, official mark or trade-name is associated;

• (d) the nature of the trade with which the trademark, official mark or trade-name is associated;

• (e) the degree of resemblance between the proposed corporate name and the trademark, official mark or trade-name in appearance or sound or in the ideas suggested by them; and

• (f) the geographical area in Canada in which the trade name or proposed corporate name is likely to be used.

19.1 For the purpose of subsection 12(1) of the Act, a corporate name is prohibited if it is confusing with a name that is reserved under subsection 11(1) of the Act, unless the person for whom the name was reserved consents in writing to the use of the name.

19.2 For the purpose of subsection 12(5) of the Act, the prescribed period is 60 days.

20 Despite section 19, a corporate name that is confusing with the name of a body corporate that has not carried on business in the two years immediately before the day on which the Director receives a document referred to in subsection 8(1), section 178 or subsection 185(4), 187(4), 191(5), 192(7) or 209(3) of the Act or a request to reserve a name under subsection 11(1) of the Act is not prohibited for that reason alone if

• (a) the body corporate has been dissolved; or

• (b) in the case of a body corporate that has not been dissolved, it consents in writing to the use of the name and undertakes in writing to dissolve immediately or to change its name before the corporation that proposes to use the name begins using it.

21 Despite section 19, if a word in a corporate name is confusing with the distinctive element of a trademark, official mark or trade-name, the corporate name is not prohibited for that reason alone if the person who owns the trademark, official mark or trade-name consents in writing to the use of the corporate name.

• 22 (1) Despite section 19, a corporate name that is confusing with the name of a body corporate is not prohibited for that reason alone if

  • (a) the corporate name is the name of an existing or a proposed corporation that is the successor to the business of the body corporate and the body corporate has ceased or will, in the immediate future, cease to carry on business under that corporate name and undertakes in writing to dissolve or to change its name before the successor corporation begins carrying on business under that name; and

  • (b) the corporate name of the existing or proposed corporation sets out in numerals the year of incorporation, or the year of the most recent amendment to the corporate name, in parentheses, immediately before the word or expression “Limited”, “Limitée”, “Incorporated”, “Incorporée”, “Corporation”, “Société par actions de régime fédéral” or “Société commerciale canadienne” or the abbreviation “Ltd.”, “Ltée”, “Inc.”, “Corp.”, “S.A.R.F.” or “S.C.C.”.

• (2) If a corporate name is changed so that the reference to the year of incorporation or the year of the most recent amendment to the corporate name is deleted at least two years after it is introduced, it is not prohibited for that reason alone.

23 Despite section 19, if the corporate name of an amalgamated corporation is the same as the name of one of the amalgamating corporations, it is not prohibited for that reason alone.

• 24 (1) Despite section 19, the corporate name of an existing corporation that is the same as the name of an affiliated body corporate from which the corporation has acquired or will, in the immediate future, acquire all or substantially all of the property of the body corporate is not prohibited for that reason alone if the body corporate undertakes in writing to dissolve, or to change its name, before the corporation begins using the corporate name.

• (2) Despite section 19, if the corporate name of a proposed corporation is the same as the name of a body corporate that is to be an affiliate of the proposed corporation from which the proposed corporation will, in the immediate future, acquire all or substantially all of the property of the body corporate, the corporate name is not prohibited for that reason alone if the body corporate undertakes in writing to dissolve, or to change its name, before the proposed corporation begins using the corporate name.

General Prohibitions

25 For the purpose of subsection 12(1) of the Act, a corporate name is prohibited if the name contains any of the following elements:

• (a) “cooperative”, “coopérative” or “co-op” when it connotes a cooperative venture;

• (b) “Parliament Hill” or “Colline du Parlement”;

• (c) “Royal Canadian Mounted Police”, “Gendarmerie royale du Canada”, “RCMP” or “GRC”; and

• (d) “United Nations”, “Nations Unies”, “UN” or “ONU”, if it connotes a relationship to the United Nations.

26 For the purpose of subsection 12(1) of the Act, a corporate name is prohibited if it connotes that the corporation

• (a) carries on business under royal, vice-regal or governmental patronage, approval or authority, unless Her Majesty or a person, society, authority or organization referred to in paragraph 9(2)(a) of the Trademarks Act consents in writing to the use of the name;

• (b) is sponsored or controlled by or is connected with the Government of Canada, the government of a province, the government of a country other than Canada or a political subdivision or agency of any such government, unless the appropriate government, political subdivision or agency consents in writing to the use of the name;

• (c) is sponsored or controlled by or is connected with a university or an association of accountants, architects, engineers, lawyers, physicians or surgeons or another professional association recognized by the laws of Canada or a province, unless the appropriate university or professional association consents in writing to the use of the name;

• (d) carries on the business of a bank, loan company, insurance company, trust company or another financial intermediary that is regulated by the laws of Canada, unless the Superintendent of Financial Institutions confirms in writing that the words that are used in the name and that are regulated by section 983 of the Bank Act, section 47 of the Insurance Companies Act or section 47 of the Trust and Loan Companies Act are authorized to be used under the applicable Act; or

• (e) carries on the business of a stock exchange that is regulated by the laws of a province, unless the relevant provincial securities regulator consents in writing to the use of the name.

27 For the purpose of subsection 12(1) of the Act, a corporate name is prohibited if it contains a word or phrase, or connotes a business, that is obscene.

• 28 (1) For the purpose of subsection 12(1) of the Act, a corporate name is prohibited if an element of the name is the family name – whether or not it is preceded by the given name or initials – of an individual who is living or has died within 30 years before the day on which the Director receives the document referred to in subsection 8(1), section 178 or subsection 185(4), 187(4), 191(5), 192(7) or 209(3) of the Act or a request to reserve the name under subsection 11(1) of the Act.

• (2) Despite subsection (1), the corporate name is not prohibited if

  • (a) the individual or their heir or personal representative consents in writing to the use of the individual’s name and the individual has or had a material interest in the corporation; or

  • (b) the person proposing to use the corporate name establishes that it has been used in Canada or elsewhere by them or their predecessors so as to have become distinctive in Canada.

29 For greater certainty, a corporate name is not prohibited only because it contains alphabetic or numeric characters, initials, punctuation marks or any combination of those elements.

Non-distinctive Names

• 30 (1) For the purpose of subsection 12(1) of the Act, a corporate name is prohibited if it

  • (a) is only descriptive, in any language, of the business of the corporation, of the goods and services in which the corporation deals or intends to deal, or of the quality, function or other characteristic of those goods and services;

  • (b) is primarily or only the name — or the first name or family name used alone — of an individual; or

  • (c) is primarily or only a geographic name that is used alone.

• (2) Despite subsection (1), the corporate name is not prohibited if a person proposing to use the corporate name establishes that it has been used in Canada or elsewhere by them or by their predecessors so as to have become distinctive in Canada.