Allegations of Corporate Name Confusion (CBCA and Not-for-Profit Corporations)

Table of Contents

• Allegations of Corporate Name Confusion - Canada Business Corporations Act
• Statutory Declaration - Canada Business Corporations Act
• Allegations of Corporate Name Confusion - Not-for-Profit Corporations
• Statutory Declaration - Not-for-Profit Corporations

Allegations of Corporate Name Confusion - Canada Business Corporations Act

Pursuant to sub-section 12(2) of the Canada Business Corporations Act the Director has authority to require a CBCA corporation to change its corporate name where it creates a likelihood of confusion. As a rule the Director does not hold oral hearings into allegations of confusion. Rather each party involved is given an opportunity to present its case through an exchange of correspondence.

The decision of the Director will be based on the criteria set out in sections 18 and 25 of the regulations to the Canada Business Corporations Act. The information to be provided by the parties involved includes references to the inherent distinctiveness of the name or trademark involved, the degree of resemblance, the extent of use of the names or trademark, the type of goods or services involved and their means of distribution, the territory of operation, the type of clientele and any actual instances of confusion, the reason for any delay in bringing the allegation and the particulars of any court action which may have been commenced in respect of the same issue.

All factual information submitted should be in the form of affidavits or statutory declarations made by person(s) with knowledge of those facts. Argument as to the effect of those facts may be made by letter. A model statutory declaration is attached for your information. Please ensure that the document is signed before a Commissioner for taking oaths (to be found in law offices, court offices, city halls, legislatures).

A copy of the allegation will be forwarded by the Director to the party against whom the allegation is made (allegee). In order to ensure that the matter is dealt with in the minimum amount of time, the allegee is requested to send a copy of its reply directly to the party bringing the allegation (allegor) or the solicitor acting on its behalf. Upon receiving a copy of such a reply the allegor or its solicitor should, within 30 days, submit any comments thereon to the Director, or alternately advise the Director that there will be no comments. If a reply of some nature has not been received by the Director within 30 days, the allegation of confusion may be considered to have been withdrawn.

A decision may be taken against the allegor as early as on receipt of the first letter of allegation, or against the allegee, on receipt of his first reply.

The decision of the Director may be appealed to a court pursuant to section 246(b) of the Canada Business Corporations Act.

Where the Director's decision goes against the allegee and that corporation does not, within 60 days of the Director's order directing a change of name, file articles of amendment requesting such a change, the Director will himself change the name of the corporation to a number name.

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In the matter of the
Canada Business Corporations Act

and

In the matter of an allegation of confusion
pursuant to subsection 12(2) against

_________________________________
(Name of Defendant)

Statutory Declaration

I, __________________________, of the City of _______________ in the province of _________________, do solemnly declare that:

1. I am __________________________ and have personal knowledge of the matters herein deposed to.
2. 
   
   
3. 
   
   

and I make this solemn declaration conscientiously believing it to be true, and knowing that it is of the same force and effect as if made under oath and by virtue of the Canada Evidence Act.

Declared before me at the )
City of __________________ in )
the Province of _____________ )
this _____ day of ___________ 20____ )

______________________________
(signature)

______________________________
A Commissioner, etc.

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Allegations of Corporate Name confusion - Not-for-Profit Corporations

Pursuant to sub-section 28(2) of the Canada Corporations Act the Director General, on behalf of the Minister, has authority to require a CCA corporation to change its corporate name where ir creates a likelihood of confusion. As a rule the Director General does not hold oral hearings into allegations of confusion. Rather each party involved is given an opportunity to present its case through an exchange of correspondence.

The decision of the Director General will be based on the criteria set out in sections 18 and 25 of the regulations to the Canada Corporations Act. The information to be provided by the parties involved includes references to the inherent distinctiveness of the name or trademark involved, the degree of resemblance, the extent of use of the names or trademark, the type of goods or services involved and their means of distribution, the territory of operation, the type of clientele and any actual instances of confusion, the reason for any delay in bringing the allegation and the particulars of any court action which may have been commenced in respect of the same issue.

All factual information submitted should be in the form of affidavits or statutory declarations made by person(s) with knowledge of those facts. Argument as to the effect of those facts may be made by letter. A model statutory declaration is attached for your information. Please ensure that the document is signed before a Commissioner for taking oaths (to be found in law offices, court offices, city halls, legislatures).

A copy of the allegation will be forwarded by the Director General to the party against whom the allegation is made (allegee). In order to ensure that the matter is dealt with in the minimum amount of time, the allegee is requested to send a copy of its reply directly to the party bringing the allegation (allegor) or the solicitor acting on its behalf. Upon receiving a copy of such a reply the allegor or its solicitor should, within 30 days, submit any comments thereon to the Director General, or alternately advise the Director General that there will be no comments. If a reply of some nature has not been received by the Director General within 30 days, the allegation of confusion may be considered to have been withdrawn.

A decision may be taken against the allegor as early as on receipt of the first letter of allegation, or against the allegee, on receipt of his first reply.

Where the Director's General's decision goes against the allegee and that corporation does not, within 60 days of the Director's General's order directing a change of name, file articles of amendment requesting such a change, the Director General will himself change the name of the corporation to another name.

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In the matter of the
Canada Corporations Act

and

In the matter of an allegation of confusion
pursuant to subsection 28(2) against

_________________________________
(Name of Defendant)

Statutory Declaration

I, __________________________, of the City of _______________ in the province of _________________, do solemnly declare that:

1. I am __________________________ and have personal knowledge of the matters herein deposed to.
2. 
   
   
3. 
   
   

and I make this solemn declaration conscientiously believing it to be true, and knowing that it is of the same force and effect as if made under oath and by virtue of the Canada Evidence Act.

Declared before me at the )
City of __________________ in )
the Province of _____________ )
this _____ day of ___________ 20____ )

______________________________
(signature)

______________________________
A Commissioner, etc.

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