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 Corporations Canada
Choosing A Name
Name Granting Compendium
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 VIII. Other Related PoliciesTable of Contents
8.1 Not-for-Profit Organizations8.1.1 Non-Distinctive NamesMany not-for-profit corporations use highly descriptive, almost non-distinctive names. Typically, words like "Canadian" or "National" serve to give the name distinctiveness. For this reason, most not-for-profit names do not deserve a lot of protection. See 8.1.5 for amount of protection given. 8.1.2 Government Connotation ImpliedBecause of the nature of the names of not-for-profit companies, there may be a greater likelihood of name proposals which connote government sponsorship or control. Regulation 22 will be strictly enforced by the Director.
8.1.3 Chamber of CommerceThe term "Chamber of Commerce" is available for use in the name of a not-for-profit corporation with suitable objects. 8.1.4 Legal ElementsThe only legal elements which are permitted for not-for-profit companies are:
8.1.5 Not-for-profits and ConfusionWhere the name of a proposed not-for-profit corporation includes a geographical distinctive term and an organizational term as well as other descriptors, e.g. "Canada Ultralight Aircraft Association" or "Canada Dance Foundation", and an existing not-for-profit corporation has the same organizational and descriptive terms with a different geographical qualification, e.g. "Calgary Ultralight Aircraft Association" and "Toronto Dance Foundation", the Director requires the consent of the existing corporation. Applicants should note that a slight modification of their proposal would probably make it available, e.g. "Canada Ultralight Aircraft Society" or "Canada Dance Funding Society". 8.2 Regulation 33 (Certain names not prohibited)
8.3 Bilingual Names8.3.1 General Rule:The English and French forms of a corporate name do not have to be literal translations. However, a corporation cannot have French and English forms of a corporate name that are so different as to appear to belong to two different corporations. Where there is concern this may be the case, the proposed name will be rejected. 8.3.2 Guidelines within the General Rule:The Director will permit English and French forms of a corporate name in the following situations:
e.g.
The name of a not-for-profit corporation in which an acronym (relating to the descriptive words of the name) forms a part, may be available although the acronym is different in the English and French versions of the name. This will occur when the name would be available without the acronym and the acronym forms a non-substantive part of the name. e.g.
Note: For corporations operating in Quebec, provincial legislation may require a French form of the corporate name. Note: When selecting a French form for a corporate name for the purposes of carrying on business in Quebec, it is advisable to check the acceptability of the translation with the Office de la langue française. Where the Office de la langue française (see below for contact information) advises that a rejected French form is the only French form acceptable for use in the Province of Quebec, every effort will be made to find a way to accept that French form. Note: Only the distinctive part of the name can be in a language which is neither English nor French. Descriptive words, if there are any, must be in English or French. e.g. La Parilla Restaurant Inc. (See 8.3.8 for entire name in another language) Bilingual Name Appears to be two different companies?
Office de la langue française 8.3.3 Fee for Articles of Amendment not required
8.3.4 Searching each versionArticles filed under both linguistic versions are very often accompanied by only one search report. Often two are necessary. Filing only one report results in rejection of the articles by the Corporations Canada. The following criteria should be used to judge whether or not a bilingual name (whether with separate or combined English and French versions) requires two searches:
In other words, where the bilingual name has a short distinctive part with a long and differing descriptive part, two search reports would be required. e.g.
Similarly, where the descriptive part of a bilingual name is unusual, two search reports would be required. e.g.
8.3.5 Legal ElementSection 10 of the CBCA states that one of the following legal elements must be part of the name every corporation:
A corporate name which, in the English version, has the legal element "Limited", must in the French version use the legal element "Limitée". Similarly "Incorporated" and "Incorporée" go together. Where the legal element in the English version is "Corporation", the French version may have either "Corporation" or "société par actions de régime fédéral" but not "La Corporation" as its legal element. Where the legal element in the English version is "Corp.," the French version may have either "Corp." or "S.A.R.F." In addition, the legal element for both versions must be either in long form or in the abbreviated form. In a combined English and French form of the name, only one legal element, should be included. A legal element such as "Inc." would have the desired bilingual capacity for this purpose. e.g.
Note: Remember that if a corporation chooses a combined form for its name, it must use and be legally designated by that form. The English and the French forms cannot be used separately. Note: The Director will reject use of the legal element "S.A.R.F." with the English form of a name.
8.3.6 Confusing Descriptive TermsBecause a holding company and an investment company may well be carrying on the same business, i.e. investments, and because applicants are inclined to use the word "Placements" as a translation for both "Holdings" and "Investments", granting names such as those below will likely cause confusion. The Director will note grant proposed names with the descriptive features of "Holdings", "Placements", "Investments", "Gestion", "Management", "Investissements" when the existing trade names have the same distinctive feature and one of the above descriptive features. e.g.
Both proposed names are not acceptable because there is a likelihood of confusion with the existing company name. 8.3.7 Translation of distinctive elementThe distinctive element is the only feature in a corporate name which does not require translation for the alternate linguistic version. In addition, the distinctive element is the only element in a corporate name which could be in a foreign language and in this case a descriptive word may be unnecessary if there is no question of confusion. Where the foreign word is a surname, however, a descriptive word may be necessary to satisfy the statutory provisions or Regulation 24. e.g.
8.3.8 Equivalent name for use outside CanadaWhen an applicant proposes a corporate name in English or French or both in its Articles of Incorporation, it can also (in item 7 of Form 1) specify an equivalent name in French or English or any other language for use outside the country. However, it cannot specify another name for use outside the country that is other than a translated version of the English or French name under which it has been incorporated. This would mislead the public. To be very clear, where an applicant proposes, for example, an English name under item 1, he or she may insert an Italian or even a French version of that name under item 7 for use outside the country. Please note that English and French forms of the corporate name do not necessarily both have to appear in item 1. This is the applicant's choice. For use in Canada, they would have to appear in item 1. 8.4 Use of the Words "Broadcasting", "Radio", "Television"...When must an applicant request consent from the Canadian Radio-Television and Telecommunications Commission (CRTC) for a proposed name using the words "Broadcasting", "Radio" and "Television"? CBCA gives the Director no authority to deny applicants the right to use these words. However, the CRTC will deny the applicant a licence to operate if the applicant is not qualified. 8.5 USA - Securities and Exchange Commission NamesNUANS® reports may cite corporate names which originate from the Securities & Exchange Commission in the United States. These companies are generally considered to be multi-national corporations doing business in Canada. It has been the policy of the Director to consider such names in the name-granting process. If a proposed name is refused because it is confusing with a USA-SEC name, the applicant is advised but not equired to find out from the available sources (see telephone and address below) whether or not the company is doing business in Canada. If the name is not checked, it may be granted with full assumption of risk in writing on the applicant's part. Public Reference: Securities & Exchange Commission 8.6 Number of Corporate Name Search Reports RequiredThere will be cases where one name search will suffice for several different but related name requests. This is more likely to be the case where the names requested are for proposed affiliated companies distinguished only by the geographical location in brackets. e.g.
At the moment, however, there is no firm rule as to when only a single search report will be required. Each case should be referred to the Manager for individual consideration. (see also Bilingual Names (8.3) for guidelines concerning whether two searches are required for a bilingual name) Where no complete NUANS® search report is required In the case of an application made pursuant to Regulation 30(1) or 31(3), a NUANS® preliminary search is acceptable in place of a NUANS® search but only if the body corporate consenting and undertaking is a federal corporation. In the case of an application made pursuant to Regulation 30(2), a NUANS® database search is acceptable in place of a complete NUANS® search. A complete NUANS® search report will not be required where articles of continuance are filed at the same time as articles of amalgamation and where the certificate of amalgamation is to be issued in a name different from the name of the continued corporation and on the same day as the certificate of continuance. Where articles of continuance are filed at the same time as articles of amalgamation and where the certificate of amalgamation is to be issued in a name different from the name of the continued corporation and within a very short period of time after the certificate of continuance, a NUANS® search report will not be required, if the applicant provides a NUANS® database search and undertakes:
Depending on the length of time between the continuance and the amalgamation, the continued company may also be asked to undertake that it will not carry on business between the date of continuance and the date of amalgamation. In the case of all other applications, a complete NUANS® search is required. 8.7 Trade nameA corporation may carry on business under, or identify itself by a name other than its corporate name if that other name does not contain, either the word or expression "Limited", "Limitée", "Incorporated", "Incorporée", "Corporation" or "Société par actions de régime fédéral" or the corresponding abbreviation. Provincial law governs the registration of trade names. 8.8 Numbered nameIf requested to do so by the incorporators of a corporation, the Director shall assign to the corporation as its name, a designating number followed by the word "Canada" and a legal element. 8.9 Supplement NUANS® Preliminary Search for Names with More Than One Distinctive ElementVery occasionally, when the corporate name that is searched has more than one distinctive element, the NUANS® search report will list business names and trade-marks that are similar to only one of those distinctive features. To spare applicants the time and expense of ordering a second NUANS® search on the other distinctive element, Corporations Canada will undertake to carry out a NUANS® database search of the other element to see whether there are any confusing names relating to it. The applicant will be asked to accept the risk that the NUANS® database search, which, unlike a regular NUANS® search, does not list names that are phonetically similar to the one proposed, may not reveal a conflict that later comes to light. The conflicting name which later comes to light could necessitate the Director ordering a change of the applicant's corporate name. 8.10 Internet Domain Names as CorporateNameSuffixes like ".ca" or ".com" will not be treated as distinctive elements of a corporate name. The name will be treated as if it did not have the suffix. If the name has some distinctiveness without the suffix, e.g., "Doc Systems Inc.," and it is not confusing, it will be approved. If the name has no distinctiveness without the suffix, it will be rejected since the suffix does not add distinctiveness; e.g., "Cars.ca Inc." would not be accepted because the name "Cars Inc." would not be accepted, being merely descriptive of the wares.
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| Created: 2005-05-29 Updated: 2005-07-27 |
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