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

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.

Deceptively Misdescriptive Names

31 For the purpose of subsection 12(1) of the Act, a corporate name is prohibited if it is deceptively misdescriptive.

Combined Form of Corporate Name

32 For the purpose of subsection 10(3) of the Act, a combined English and French form of the name of a corporation shall include, from among the words and expressions set out in subsection 10(1) of the Act, only the expression “Inc.” which is to be placed at the end of the corporate name.

PART 2.1Individuals with Significant Control

• 33 (1) For the purpose of subsection 21.1(2) of the Act, reasonable steps taken by a corporation include sending a request for information

  • (a) to any individuals listed in the register as individuals with significant control;

  • (b) to its shareholders; and

  • (c) to any other person that the corporation has reasonable grounds to believe may have relevant knowledge with respect to

    • (i) an individual with significant control over the corporation, or

    • (ii) another person that may have relevant knowledge with respect to such an individual.

• (2) The corporation shall request that a person referred to in subsection (1) provide the corporation with the following information as soon as feasible and to the best of their knowledge:

  • (a) in the case of an individual referred to in paragraph (1)(a), any change to the information in the register about them;

  • (b) in the case of a shareholder referred to in paragraph (1)(b), confirmation as to whether or not they have become an individual with significant control over the corporation; and

  • (c) any contact information that they have with respect to a person referred to in subparagraph (1)(c)(i) or (ii).

34 For the purpose of paragraph 21.1(7)(c) of the Act, the following classes of corporations are prescribed:

• (a) wholly-owned subsidiary corporations of either a corporation or a body corporate

  • (i) that is a reporting issuer or an émetteur assujetti under an Act of the legislature of a province relating to the regulation of securities, or

  • (ii) any of the securities of which are listed and posted for trading on a designated stock exchange, as defined in subsection 248(1) of the Income Tax Act;

• (b) federal Crown corporations;

• (c) provincial Crown corporations;

• (d) corporations whose shareholders consist solely of either

  • (i) His Majesty in right of more than one province, or

  • (ii) His Majesty in right of Canada and His Majesty in right of one or more provinces; and

• (e) wholly-owned subsidiary corporations of a corporation described in paragraph (b), (c) or (d).

34.1 For the purpose of section 21.2 of the Act, a corporation to which section 21.1 of the Act applies that is unable to identify any individuals with significant control over the corporation must set out the following in its register of individuals with significant control:

• (a) a statement to the effect that the corporation has determined that

  • (i) it is unable to identify any of the individuals with significant control over the corporation, or

  • (ii) there are no individuals with significant control over the corporation; and

• (b) a summary of the steps taken to try to identify these individuals.

PART 3Corporate Interrelationships

Interpretation

35 The following definitions apply in this Part.

delivery shares

delivery shares means shares issued by a corporation to a particular subsidiary for the purpose of an acquisition made under subsection 31(4) of the Act. (actions remises)

particular subsidiary

particular subsidiary means a subsidiary body corporate referred to in subsection 31(4) of the Act. (filiale donnée)

Prescribed Conditions

36 For the purpose of subsection 31(4) of the Act, the prescribed conditions are that

• (a) the consideration received by the corporation for the delivery shares is equal to the fair market value of those shares at the time of their issuance;

• (b) the class of shares of which the delivery shares are a part is widely held and shares of that class are actively traded on any of the following stock exchanges in Canada, namely,

  • (i) the Canadian Venture Exchange,

  • (ii) The Montreal Exchange, or

  • (iii) the Toronto Stock Exchange;

• (c) the sole purpose of effecting the acquisition by the particular subsidiary of delivery shares is to transfer them, as set out in paragraph 37(b), to the shareholders of another body corporate;

• (d) immediately before the acquisition of the delivery shares by the particular subsidiary, the other body corporate and its shareholders deal at arm’s length, to be determined in accordance with the Income Tax Act, with the corporation and the particular subsidiary; and

• (e) immediately before the acquisition of the delivery shares by the particular subsidiary, the particular subsidiary and the other body corporate are not resident in Canada, for the purposes of the Income Tax Act.