III. Qualifiedly Prohibited

Table of Contents

• 3.1 Names Which Connote Government Sponsorship and Control
• 3.2 Abbreviations for Government Departments
• 3.3 Names Connoting a Connection with a University or Professional Association
• 3.4 Names Connoting a Financial Intermediary

3.1 Names Which Connote Government Sponsorship and Control

Examples of names which connote government patronage or sponsorship and control:

• "Sports Canada"
• "Canadian Association of Postmasters"
• "Health & Welfare Programmers Association"
• "Canadian Armed Forces"
• "Canadian Forces"
• "Canadian Labelling Standards Council"
• "Royal Canadian Mint"

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3.2 Abbreviations for Government Departments

Care should be taken when allowing initials that could connote government sponsorship or control in a proposed name. For example: The abbreviation "IC" for Industry Canada would be available with a descriptive feature like "shoes". The same distinctive element with a descriptive feature like "Corporate Information Services" would be unavailable because it implies government sponsorship and control.

Use of ALTA, Alberta, B.C. or British Columbia

Use of certain provincial names and abbreviations in federal corporate names is prohibited. At the request of the Alberta and British Columbia Governments, the Director does not allow the use of the terms "ALTA", "Alberta", "B.C." or "British Columbia" in a federal corporate name. This format is reserved for companies incorporated in those two provinces as affiliates of an extra-provincial company of the same or similar name. If an applicant has strong objections, he or she may wish to contact the respective Alberta and British Columbia Companies Branches to try to obtain consent for use.

Use of ALTA, Alberta and of Alberta

The terms "ALTA", "Alberta", and "of Alberta" will be available unless they give a government connotation to the name in which case consent of the relevant government authority will be necessary. The Alberta Companies Branch leaves it up to the Director to determine when there is governmental connotation.

Alberta Registries
Corporate Registry
Department of Government Services
18th Floor, Commerce Place
10155-102 Street
Edmonton AB T5J 4L4
Tel: (780) 422-7330
Email: cr@gov.ab.ca
Internet: Alberta Registries

Use of B.C., British Columbia and of British Columbia

The terms "B.C.", "British Columbia" and "of British Columbia" will not be available without the approval of the British Columbia Registrar of Companies. The British Columbia Registrar of Companies wishes all names of this nature to be referred to its office for that determination to be made.

B.C. Registrar of Companies
The Waddington Bldg.
940 Blanshard St., 2nd Floor
Victoria BC V8W 3E6
Tel: (250) 387-7848
Internet: B.C. Registrar of Companies

Use of Nova Scotia

"Nova Scotia" cannot be used as the first word in a corporate name without consent from the Nova Scotia Registrar of Joint Stock Companies.

Service Nova Scotia and Municipal Relations
Registrar of Joint Stock Companies
Maritime Centre, 9th floor, Box 1529
1505 Barrington Street
Halifax NS B3J 2Y4
Telephone: (902) 424-7770
Fax: (902) 424-4633
Email: joint-stocks@gov.ns.ca
Internet: Registrar of Joint Stock Companies

Use of Manitoba

"Manitoba" cannot be used in the name of a proposed federal company without consent from the Companies Office of Manitoba.

Director
Companies Office
Manitoba Consumer and Corporate Affairs
1010, Woodsworth Building, 10th Floor
405 Broadway Avenue
Winnipeg MB R3C 3L6
Telephone: (204) 945-2500
Fax: (204) 945-1459
Email: companies@cca-gov.mb.ca
Internet: Manitoba Companies Office

Use of SASK., Saskatchewan (SASK), (Saskatchewan) or coined words such as SASKO

"Sask.", "Saskatchewan", "(Sask.)", "(Saskatchewan)", or any other term which denotes affiliation with the Government of Saskatchewan, may only be used in a name proposed for a federal company with the consent of the Director of Corporations in Saskatchewan. In accordance with the Saskatchewan Justice Name Qualification Policy, the corporation must agree to:

1. carry on the major portion of its business within Saskatchewan; or
   
   
2. have its head office in Saskatchewan, from which it carries on the major portion of its business; and
   
   
3. undertakes to change its name to delete the word "Saskatchewan" from its name, should it cease to carry on its business in Saskatchewan.

Director of Corporations
Corporations Branch
Saskatchewan Justice
2nd floor, 1871 Smith Street
Regina SK S4P 3V7
Telephone: (306) 787-2962
Fax: (306) 787-8999
Email: corporations@justice.gov.sk.
Internet: Corporations Branch, Saskatchewan Justice

Use of Newfoundland or NFLD

"Newfoundland" or "Nfld" are not permitted in a name proposed for a federal company without consent from the Registry of Companies of Newfoundland and Labrador.

Registry of Companies
Commercial Registrations Division
P.O. Box 8700, Confederation Building
Ground Floor, East Block
St. John's NL A1B 4J6
Telephone: (709) 729-3317
Fax: (709) 729-0232
Email: ahogan@mail.gov.nf.ca
Internet: Newfoundland & Labrador Registry of Companies

Use of New Brunswick

"New Brunswick" cannot be used at the beginning of a corporate name without consent from the Director, Corporate Affairs Registry of New Brunswick.

Director
Corporate Affairs Branch
Service New Brunswick
P.O. Box 1998
Fredericton NB E3B 5G4
Telephone: (506) 453-2703 or (888) 832-2762
Fax: (506) 453-2613
Email: snb@snb.ca
Internet: New Brunswick's Corporate Affairs Registry

Use of Names of Foreign Countries

A name such as XYZ (Switzerland) Inc. would be available without consent of the Swiss government.

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3.3 Names Connoting a Connection with a University or Professional Association

Professional Associations

The Director does not require the consent of a certain professional organization just because a proposed name makes reference to a member or members of that profession.

The test is whether it could be reasonably assumed that the business is sponsored, controlled by, or connected with the organization.

e.g. No consent required for:

• Heritage Lawyers' Association
• John Brown Accounting Services Ltd.
• Black & White Engineers or
• Engineering & Consulting Ltd.

Rather, consent will be required only when the proposed name is confusingly similar with a particular university or professional association.

e.g. Consent required for:

• University of Montreal Debating Society
• Upper Canada Lawyers' Debating Society (Law Society of Upper Canada - the professional association)
• Certified General Accountants Debating Society

Since the Director may not be aware of the names of all professional bodies, in each case where a proposed name refers to an existing profession, the applicant should inform us whether this name is likely to be confusing with any existing professional association. The applicant may wish to contact the appropriate authorities for more information before using the name. Please note that the various provincial professional bodies have their own remedies against misuse of their professional titles. Furthermore, a provincial legislature has the power to legislate to prevent a federal professional association from carrying on operations in its province.

Where no professional regulating body exists in a particular field, a body purporting to be such a professional association may be incorporated. The use of the word "professional" in the name is not prohibited.

e.g. North American Professional Shoemakers' Association

Note: We would also incorporate another body purporting to offer the same professional services (i.e. shoemakers' association) providing that the name proposed for that company is not confusing with the existing association name.

e.g.
North American Professional Shoemakers' Association - existing
Uniso Professional Shoemakers' Society - acceptable

Exception: The name of a professional association bearing the words "Corporation professionnelle du Québec" will be refused, unless it is accompanied by the consent of the Office des professions du Québec, since it connotes an organization approved by the professional code of Quebec.

Use of the term "University"

Where the name of a proposed corporation uses the term "university" in a fashion that suggests that the corporation is a degree-granting institution, the name will be rejected as being misleading unless it can be established that the corporation has been authorized by the relevant federal or provincial authority to grant degrees.

e.g. University Painters Inc. - acceptable
e.g. Northern University Inc. - misleading

Use of terms connoting a degree-granting institution such as "College", "School", or "Adult Education", "Research", "Applied Research"

An applicant's name will be rejected for being misleading where the name of a proposed corporation uses the terms "academy", "college", "school", "institute", "adult education", "research", "applied research" or a like term, and it appears either from the name itself, or from other information we have, that the proposed corporation will grant bachelors, masters or doctorate degrees or a licentiate without the authorization of a relevant authority.

e.g. Sudbury Typing College (Inc) - acceptable, since no bachelors, masters, doctorate degree or licentiate will result

e.g. Northwest Applied Research (Inc) - unacceptable, if it grants degrees without authorization

When an application is received for the incorporation of a post-secondary educational institution, which has the aim of granting a bachelors, masters or doctorate degree or a licentiate (as a university or college), the application will be referred, for comment, to:

Association of Universities and Colleges of Canada
Suite 600
350 Albert St.
Ottawa, Ontario K1R 1B1
Enquiries (613) 563-1236 ext. 345

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3.4 Names Connoting a Financial Intermediary

Related policies

In cases where it is not clear whether a particular proposed corporate name connotes the business of loan, trust, insurance, banking, or stock exchange, the Director will depend on the advice of the Office of the Superintendent of Financial Institutions (OSFI). OSFI staff will provide this advice to applicants. The following are the guidelines that should be followed for these types of corporate names:

1. When a proposed name intended for a CBCA corporation appears to connote a loan company, a trust company, an insurance company or a subsidiary of a bank, the applicant should refer to: Senior Director, Compliance Division
   Office of the Superintendent of Financial Institutions (OSFI)
   121 King Street West, Toronto, Ontario M5H 3T9
   Telephone: (416) 973-6117, or
   Internet: OSFI
   or Fax: (416) 954-3169. For example, the following cases should be referred to OSFI: where a name uses a descriptive term like "guaranty," "warranty," "surety," "life," "casualty", "assurance" or "indemnity". When applying to OSFI for a consent to the use of a name, the applicant should provide a description of the proposed business of the applicant corporation in sufficient detail to enable OSFI to understand how the proposed name supports the anticipated activities of the applicant corporation. Where applicable, the applicant should also indicate to OSFI the exemption under the legislation administered by OSFI which, in the opinion of the applicant, permits the applicant corporation to use the descriptive elements contained in the proposed name. Where OSFI requires further information, it will contact the applicant directly. When OSFI is satisfied that the referred name does not connote a loan, trust or insurance company, a bank or other financial intermediary, it will issue a letter consenting to the use of such name, addressed to the applicant.
   
   
2. When a proposed name, intended for a CBCA corporation, clearly connotes that the applicant business is a financial intermediary, it will be rejected. Corporations bearing such names may be incorporated only under one of the statutes administered by OSFI or provincial financial regulators. For example, subject to Section C, the following types of descriptive terms clearly connote a financial intermediary:
   
   
   1. When a descriptive term like "fiduciary," "trustco," "trust," "loanco," "loan," "savings," "insurance," "annuity" or "lifeco" is used. These terms are reserved for companies incorporated under the Trust and Loan Companies Act or the Insurance Companies Act administered by OSFI.
      
      
   2. When the descriptive term "mortgage" is used and the corporation is a mortgage lending business and not a mortgage brokerage business (in the latter case, the word "mortgage" would be acceptable).
   3. When a term like "bank," "banker" or "banking" is used alone or in combination with certain other words (e.g. "bancorp," "banco" or "bankco") in connection with financial activities. These terms are reserved for banks regulated by the Bank Act administered by OSFI and are not permitted for CBCA corporations or provincial corporations.
      
      
   An applicant who intends to incorporate or amend the name of a loan, trust or insurance company or a bank should consult the Registration and Approvals Division of OSFI (For online information):
   
   
   • For loan and trust companies or banks - (613) 990-7251
   • For life insurance companies - (613) 990-7609
   • For property and casualty insurance companies - (613) 990-5893
     
     
3. When a proposed name clearly does not connote a financial intermediary, it does not need to be referred to OSFI. For example, the following situations do not need to be referred:
   
   
   1. When any of the terms that normally connote the business of a financial intermediary are used in a fanciful way. Examples are "Once in a Life Time Bridal Boutique Inc." "Piggy Bank Children's Shop Ltd.," "Time Savings Household Cleaner Inc.," "Sam's TrustWorthy Contracting Services Ltd.," "ABC Data Bank Inc."
   2. When the terms "finance," "acceptance," "credit," "fund," "fidelity" and "underwriters" are used.
   3. When a term such as "broker," "agent," "agency" or "service(s)" is used in a name in such a way as to connote an insurance or mortgage-related agency or brokerage business, e.g., "Cartier Insurance Brokers Inc."
   4. When the terms "trust foundation" or "trust society" are used by not-for-profit corporations.
   5. When the term "mortgage investment corporation" is used.

Note 1: Provincial Restrictions on Businesses Offering insurance-Related Services

For the purposes of licensing, some provincial jurisdictions (e.g., Quebec and Ontario) have restrictions on the type of names allowed for companies offering insurance-related services. Since the use of a name granted is subject to the laws of the jurisdiction where the company intends to carry on business, the applicant may wish to contact the appropriate authorities before applying for the proposed name.

In Quebec:
Regarding general insurance: (514) 282-8765
Regarding personal insurance: (418) 647-2244

In Ontario:
Regarding use of the word "agent": (416)250-7250
Regarding use of the word "broker": (416) 365-1900

Note 2: Information Regarding Financial Institution Legislation

For the applicant's information, we are providing the following information regarding the legislation administered by OSFI. This information is for the applicant's interest only and does not directly relate to the operations of Corporations Canada under the regulation set out above. As you will see, however, the legislation administered by Corporations Canada and by OSFI are quite consistent with one another.

The Insurance Companies Act, the Trust and Loan Companies Act, and the Bank Act were amended in June 1996 by Bill C-15 and in June 1997 by Bill C-82. The Insurance Companies Act, the Trust and Loan Companies Act, and the Bank Act contain prohibitions regarding the use of certain words, subject to an exception for non-financial corporations.

Under subsection 47(1) of the Insurance Companies Act, subject to certain exceptions, no entity incorporated or formed by or under an Act of Parliament may use the word "assurance," "assurances," "insurance" or "lifeco" in its name. Subsection 47(2) provides that these restrictions do not apply to:

• a company or society (a defined term for an insurance company or fraternal benefit society);
• an entity the business of which is not financial activities;
• an entity that is primarily engaged in insurance brokerage or insurance agency services; or
• an entity that is grandfathered from the provision.

Under subsections 47(1) and (2) of the Trust and Loan Companies Act, no entity incorporated or formed by or under an Act of Parliament, other than a trust or loan company, may use the word "fiduciaire," "fiduciary," "fiducie," "trust," "trustco," "loan," "loanco" or "prêt" in its name. However, subsection 47(3) provides that these restrictions do not apply to an entity the business of which is not financial activities.

Under the Bank Act, an entity other than a bank is prohibited from adopting a name that includes the word "bank," "banker" or "banking" either alone or in combination with other words or any words of important meaning equivalent to these words, unless the words are used in connection with a business that is not engaged in financial services or that is a subsidiary of a bank. The Minister of Finance's approval is not required for these exceptions. For your information, OSFI considers terms such as "bankcorp," "banc," "bancorp," "bankco" and "banco" to be words that have import equivalent to the words referred to above.

The above note is only a summary of the legislation. Interested persons should refer to the statutes themselves for their specific provisions.

Note 3: Copy to OSFI

At OSFI's request, we will forward to them a copy of a CBCA certificate of incorporation of a subsidiary of an existing bank.

e.g. Bank of Nova Scotia Finance Corporation.