Naming a corporation – Requirements

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Requirements

Your corporate word name must:

• be distinctive
• not cause confusion with any existing corporate names, business names or trademarks
• not contain any prohibited terms
• not suggest governmental or institutional sponsorship or control
• not be misdescriptive, and
• contain a mandatory term, if required.

Distinctiveness

The key to naming your corporation is that the name must be distinctive. This means that the name should distinguish your corporation from any other business.

Your name will not be distinctive if it only describes the activities, the goods and services or the characteristics of the goods and services of your corporation. The name "Car Manufacturer Inc." lacks distinctiveness since it describes the activities of all car manufacturers.

Made-up words can make a name distinctive. They can be a combination of two dictionary words such as "Virtuocomp" or something completely new such as "Dweedag".

Unusual names tend to be very distinctive because they are unique.

First name and family names

Your corporate name can include a first name or a family name, or both.

Generally, a corporate name that consists only of an individual's name is not considered distinctive.

If your proposed corporate name contains an individual's family name:

• the individual, heir or representatives must give written consent to the use of the name (see model consent letters below); and
• the individual has or had a material interest in the corporation, or, in the case of a not-for-profit corporation, a personal interest in the corporation.

Geographic names

Your corporate name can include a geographic name.

Geographic names cannot be used alone as a corporate name.

Confusion with other names or trademarks

As a general rule, you cannot choose a name that causes confusion with an existing corporate name, business name or trademark. When the names of two distinct businesses are so similar that someone could think that they are the same business, those names are considered to be confusing.

When you are choosing your name, consider doing some research to find out if your proposed name could be confused with an existing corporate name, business name or trademark in Canada.

Your proposed corporate name will be compared with similar corporate names, business names or trademarks listed on your Nuans name search report.

If similarities are found, you will have to provide additional information explaining why the use of the proposed name would not cause confusion with an existing name or trademark. Some of the differences you may wish to highlight include:

• nature of the goods, services or business
• nature of the trade with which the name or trademark is associated
• clientele of the business
• geographical area in which the corporate name, business name or trademark is likely to be used.

Cases and models of consent letter

There are situations where concerns about a proposed corporate name may be resolved with a consent letter. Here are models:

Canada Business Corporations Act

• Inactive corporation (Regulation 20)
• Confusion with an unincorporated tradename (Regulation 21)
• Confusion with incorporated tradename or trademark (Regulation 21)
• Successor to the business (Regulation 22)
• Transfer of name to an affiliated corporation (Regulation 24)
• Use of family name (Regulations 28 and 30)

Canada Not-for-profit Corporations Act

• Inactive corporation (Regulation 45)
• Confusion with an unincorporated trade-name (Regulation 46)
• Confusion with incorporated trade-name or trade-mark (Regulation 46)
• Successor to the activities (Regulation 47)
• Transfer of name to an affiliated corporation (Regulation 49)
• Use of a reserved name (Regulation 50)
• Use of family name (Regulations 54 and 56)

Prohibited terms

A proposed corporate name cannot include any of the following words:

• "Parliament Hill" or "Colline du Parlement"
• "Royal Canadian Mounted Police", "RCMP", "Gendarmerie royale du Canada" or "GRC"
• "United Nations", "UN", "Nations Unies" or "ONU" (if it connotes a relationship with the United Nations)
• "Cooperative", "Co-op", "Pool" or "Coopérative" if it connotes a cooperative venture (unless you are incorporating a cooperative).

Your corporate name cannot contain an obscene word or phrase or that suggests a business that is obscene.

Names that suggest governmental or institutional sponsorship or control

Unless the corporation obtains the written consent of the concerned party, a corporate name should not imply that the corporation:

• carries on business under royal or governmental patronage
• is sponsored by the Government of Canada, a provincial or territorial government, or a foreign government
• is connected with a university or a professional association
• carries on the business of a financial institution or intermediary, or
• carries on the business of a stock exchange.

Misdescriptive names

A proposed corporate name cannot mislead the public with respect to:

• the business, goods or services which with the name is related
• conditions under which the goods or services will be produced or supplied
• persons to be employed in the production or supply of the goods or services
• place of origin of the goods or services.

Requirements on naming cooperatives

To get a name in order to incorporate, cooperatives must file an application that includes a Nuans name search report (see Creating a cooperative).

Related links

Corporations name granting

What to do if a corporate name can be confused with another name or trademark