Requirements of the CBCA Name Regulations

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• Introduction
• Likely to Cause Confusion
• Lacking Distinctiveness
• Connoting Government, University, Financial, Intermediary, Profession, Cooperative
• Use of a Personal Name
• Deceptively Misdescriptive
• Use of Prohibited Terms
• Obscene
• Legal Elements
• Bilingual Names

The information which follows can be found in more detail in Corporations Canada name policy, called the Name Granting Guidelines, available under the Choosing a Name section of this website.

If you are filing electronically, please note that since an electronic consent filing mechanism is still under development, any affidavit or consents suggested to be filed below should be filed by fax to number 613-941-5722 making specific reference to the proposed name and the corporate number if one already exists. Any information requested below can be entered on the Corporate Name Information Form provided by the electronic filing system. Please note that if you are filing a consent or affidavit by fax, it is important to use a Corporate Name Information Form and include a statement in it saying that a consent or affidavit was filed by fax on a certain day. In this way, your fax filing and your electronic filing can be tied together.

Introduction

The Director under the Canada Business Corporations Act is responsible for enforcing the name regulations. When you submit your proposed name with the related NUANS® search report to the Director, he will analyze your name to see if it complies with those regulations. If it does, he will approve the name, if not, it will be rejected.

The name regulations instruct the Director to reject proposed names that :

• are likely to cause confusion
• lack distinctiveness
• connote government, a university, or a financial intermediary such as a trust and loan, or an insurance company, or a bank
• use an individual's name without consent
• are deceptively misdescriptive
• are obscene
• use prohibited terms

In addition, the Act gives the Director responsibility with respect to:

• legal elements
• bilingual names.

Each of the above-referenced causes for rejection are discussed below.

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Likely to Cause Confusion

The Director cannot approve a name that is, in his view, likely to cause confusion with the business names and trade marks appearing on the NUANS® search report. For information on how the Director will decide whether a name is likely to cause confusion, and the steps you can take to improve your chances of having the Director decide that the proposed name is not likely to cause confusion, see the document entitled, "Names Likely to Cause Confusion Are Not Acceptable" under "Choosing a Name" under "General Information" on Corporations Canada Homepage.

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Lacking Distinctiveness

To be eligible for incorporation under the CBCA your proposed corporate name must be distinctive.

Distinctive refers to the quality of the name of a business that distinguishes it from all other businesses. A corporate name that is not distinctive is prohibited. Distinctiveness is determined with reference to the name as a whole, and not to its separate elements only. Generally speaking, more highly distinctive names get more protection. (Regulation 24)

A name that is composed of a unique combination of letters or figures having no generic meaning can be inherently highly distinctive. [see Regulation 33]

e.g.
XLYK2
DWIDAG

An unusual combination of generic words or terms may be highly distinctive.

e.g.
Jean Junction

Other names that contain a person's name, initials, a geographical location, etc. are less distinctive because they are more likely to be commonly used.

e.g.
Smith Shoes Ltd.
Ottawa Shoes Ltd.
I. I. L. Shoes Ltd.
Star Shoes Ltd.

A name lacks distinctiveness if it only describes the business of the corporation, its goods or services or the quality, function or other characteristic of that business or those goods or services.

eg., Software Inc. - not acceptable because it is only descriptive of the business of the corporation, its goods or services.
However, Turner Software Inc. - acceptable since a distinctive element has been added.

Names that are merely suggestive of the type of business, industry, good or service are acceptable,eg., Tires and Wheels Ltd. ( for a car sales business) - acceptable. This name does not describe the business nor the good produced. It simply suggests the corporation's field of activity.

If the corporation manufactured or sold tires and wheels, however, this name would be unacceptable because, it is merely describes the business in this context

eg.,
Tires and Wheels Ltd. ( for a tire and wheel sales business) - unacceptable

As a general rule, a name is not acceptable if it only describes a quality or function of the corporation's business or its goods or services,

eg.,
Faster Consulting Services Ltd. - not acceptable.

However, such names become acceptable where:

• alliteration gives that name an acceptable level of distinctiveness,
  eg.,
  Better Business Boardrooms Inc.- acceptable
• the NUANS® report demonstrates that the word describing a quality is commonly used as a distinctive feature in business names,
  eg.,
  "Superior" in superior Machinery Ltd. - acceptable
• the descriptive word sounds unusual when used to describe the business of the proposed corporation,
  eg.,
  Endless Furniture Inc. - acceptable

A name lacks distinctiveness if it is the name, used alone, of a person who is living or has died within 30 years preceding the date of the request,eg., Legault Inc., Sarah Legault Inc - not acceptable. However, a person's name in combination with other distinctive or descriptive elements is acceptable, eg., Wilson & Myers Ltd., Bob & Carol Harris Inc., Legault Gardening Enterprises Ltd. - acceptable. [see Regulation 24(1)(b)]

A name lacks distinctiveness if it is a geographical term used alone, eg., Red Lake Inc., 235 St. Catherine Street Inc. - not acceptable. However, you may use a geographical term in combination with a descriptive term, eg., Red Lake Gold Mines Inc. - acceptable. [see Regulation 24(1)(c)]

A name lacks distinctiveness if the only distinctive element is merely the suffix of an Internet Domain name. Suffixes 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 and it is not confusing, it will be approved, eg., Doc Systems.ca Inc. - acceptable. If the name has no distinctiveness without the suffix, it will be rejected, since the suffix does not add distinctiveness, eg., Cars.ca Inc. - not acceptable. Since the name "Cars Inc." would not be accepted, being merely descriptive, the name "Cars.ca Inc." is not acceptable.

A proposed corporate name that does not appear to be distinctive in itself may have, in fact, acquired distinctiveness through use prior to incorporation (secondary meaning).

If your proposed name has been and continues to be used as a trade-name or trade mark in Canada or anywhere else, it may have acquired secondary meaning beyond the ordinary meaning of its component words. This means that persons in the trade readily associate the elements in your proposed name with your particular business above all. If this applies to you, your name request should include an affidavit (attached to the Corporate Name Information Form) stating some facts showing how large and widespread your business is and, if necessary, affidavits from others in the trade supporting your claim of secondary meaning.[see Regulation 24]

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Connoting Government, University, Financial Intermediary, Profession, Cooperative

A corporate name will be rejected if it suggests that it is sponsored by or affiliated with a government, eg., Sports Canada Ltd., Canadian Forces Ltd., Transport Ontario Inc., without a consent from that government. (Regulation 22)

At the request of certain provincial governments, the use of the following terms is restricted. Please see the policy for more detail.

• Alberta AB
• British Columbia BC
• Nova Scotia NS
• Manitoba MB
• Saskatchewan SK
• Newfoundland NF
• New Brunswick NB
• Prince Edward Island PE

A corporate name using the words "cooperative, coop, pool" will be rejected if it connotes a cooperative venture.

A corporate name that connotes affiliation with a university or a professional association will be rejected unless a consent from the university or profession is provided, eg., Certified General Accountants Learning Concepts Inc. Note that the following terms may suggest affiliation with a university: "academy, college, institute, achool, adult education, research, applied research." (Regulation 22)

A corporate name containing any of the following words is likely to be rejected unless the words are used in such a way that it is clear that the proposed corporation will not be a financial intermediary nor a bank: (Regulation 22)

• annuity, assurance, assurances
• bank, banc, bancorp, banco, bankco, banker, banking
• casualty, fiduciare, fiduciary, fiducie
• guaranty, indemnity, life, loan, loanco
• mortgage, insurance (unless used with the words "agency, agent, broker, service")
• pret, savings, surety
• trust, trustco, warranty

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Use of a Personal Name

A corporate name containing a family name of an individual, with or without initials or given names will be rejected if that individual, the heir or legal representative does not consent in writing to such use and state that they have or had a material interest in the corporation. However, such a consent is not required where the personal name is the name of the incorporator or a director of the incorporating company. Nor is a consent required when the personal name is the name of the street on which the corporation is located, a literary character or an historical person who died more than 30 years before the date of the request.

Where a fictitious name is used, the corporate name will be rejected unless you file an affidavit stating that the name in question is a fictitious name and is not the name of a person who is well known or known personally to you. [see Regulation 26]

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Deceptively Misdescriptive

A corporate name will be rejected if it deceptively misdescribes the business, goods or services, the conditions under which the goods or services will be produced or supplied, the persons to be employed, or the place of origin of those goods or services. By using words such as "institute, association, society, council" the corporate name should not suggest that it is a non-profit corporation, if it is not. (Regulation 32)

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Use of Prohibited terms

The NUANS® Real-Time system has been programmed not to accept certain words that are absolutely prohibited by the regulations. (Regulation 21)

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Obscene

A name may not contain a word or phrase that is obscene or connotes a business that is obscene. {see Regulation 23}

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Legal Elements

A corporate name will be rejected if it does not have one of the following legal elements:

Limited, Limitée, Incorporated, Incorporée, Corporation, Société par actions de régime fédérale, Ltd., Ltée, Inc., Corp., S.A.R.F.

The legal element used in the English and French forms should correspond.

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Bilingual Names

You may request your corporate name in an English form only, a French form only, a combined English and French form, or separate English and French forms. Your corporation may use and be legally designated by any such form. [see subsection 10(3) of the CBCA]

A combined English and French form has only one legal element. "Inc." is a suitably bilingual element for this purpose, e.g. Coiffure CHICO Hairdressing Inc. [see Regulation 34] If you select a combined English and French form for your name, you must use the full combined form to legally designate your corporation. If your corporate name has separate English and French forms, your business can be legally designated by either of them.

As a general rule, the English and French forms of a corporate name do not have to be literal translations, but 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.

For your information, the Director has approved English and French forms of a corporate name in the following situations:

• The name is made only of generic words, literally translated. There is no separate distinctive element although the name as a whole is distinctive.
  acceptable
  Think retail Inc. (English form)/ Pensez Détail Inc. (French form)
• The name consists only of a distinctive element, which is partly translated. The part that is translated is descriptive and the other part is identical in both English and French.
  acceptable
  Techni-Glass (or Techniglass) Inc. (English)/ Techni-Verre (or Techniverre) Inc. (French)
• The name consists of both distinctive and descriptive elements, both of which are very literally translated.
• acceptable
  Édition Entre-Nous Inc. (French)/ Between-Us Publishing Inc. (English)

Only the distinctive element may be in a foreign language. Descriptive elements (if there are any) must be in either English or French or both.
e.g.
La Parilla Restaurant Inc.

Different French and English acronyms are generally not acceptable as the distinctive element in French and English forms of the name,
e.g., not acceptable
C. M. I. Inc. (English form) / H. I. C. L. Inc. (French form)
CS Computer Services Inc. (English form) / Service Informatique SI Inc. (French form)

A request for a bilingual name must often be accompanied by two NUANS® reports. The following criteria should be used to judge whether or not a bilingual name (whether with separate or combined English and French forms) requires two searches.

Where the English and French forms are phonetically similar, only one search may be necessary.
e.g.
ABC Distributions Inc. (English form)
Les Distributions ABC Inc. (French form)

Names that are exact translations but are phonetically different require two searches.
e.g.
LB Plumbing + Heating Inc. (English form)
Tuyauterie et Chauffage LB Inc. (French form)
Blue Cross Blood Collection Inc. (English form)
Collecte de sang Croix Bleue Inc. (French form)

Some English and French forms may be phonetically different, but share a substantial distinctive element and differ only in respect of a minor, commonly used descriptive element. In such a situation, a single search is often sufficient because it will turn up both English and French names.
e.g.
Placements Protar Holdings Inc. - substantial distinctive plus minor common descriptive elements
Quadra Management Inc. / Gestion Quadra Inc. - substantial distinctive plus minor common descriptive elements

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