9. Bilingual names
Table of Contents
- 9.1 General rule:
- 9.2 Guidelines within the general rule:
- 9.3 Fee for articles of amendment not required
- 9.4 Searching each version
- 9.5 Legal element
- 9.6 Confusing descriptive terms
- 9.7 Translation of distinctive element
- 9.8 Equivalent name for use outside Canada
9.1 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. If there is concern this may be the case, the proposed name will be rejected.
9.2 Guidelines within the general rule:
Corporations Canada will permit English and French forms of a corporate name in the following situations:
- The name is made up only of generic words, literally translated. There is no separate distinctive element although the name as a whole is distinctive.
- e.g., Think Retail Inc.
- Pensez Détail Inc.
- 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.
- e.g., Techni-Glass (or Techniglass) Inc.
- Techni-Verre (or Techniverre) Inc.
- The name consists of both distinctive and descriptive elements, both of which are very literally translated.
- e.g., Édition Entre-Nous Inc.
- Between-Us Publishing Inc.
- Generally speaking, a corporation with a corporate name whose distinctive feature is an acronym may not have an alternate version of the acronym in the other official language even if the acronym is formed by letters which reflect a translation of the descriptive words of the name.
- e.g., Service Informatique SI abbr title="Incorporated">Inc.
- CS Computer Service Inc. not available without proof of acquired secondary meaning in the acronyms
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 if the name would be available without the acronym and the acronym forms a non-substantive part of the name.
- e.g., Institut de Recherches Aerospatiale du Canada IRAC
- ARIC Aerospace Research Institute of Canada
Note 1: For corporations operating in Quebec, provincial legislation may require a French form of the corporate name.
Note 2: If 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. If the Office de la langue française 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 3: 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)
9.3 Fee for articles of amendment not required
- There is no fee for filing articles of amendment only to add the French or English version of a corporate name.
- If articles of amendment are filed requesting that a legal element common to both language versions (e.g., such as "Inc.") replace the existing legal element (e.g., "Ltd."), Corporations Canada will assume that this is to create a French version of the name. Corporations Canada will not require the filing fee despite the fact that technically the English version is also being amended.
9.4 Searching each version
Articles 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 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:
- identical names require only one search report:
e.g. Avitek Ltd./Avitek Ltée
Dubois Distributions Ltd./Distributions Dubois Ltée
- names which are exact translations with phonetic differences require two searches unless the English and French versions share a substantial, distinctive component and differ only in respect of a minor, ordinary descriptive term, in which case the name can be searched in such a way that one search will suffice.
e.g. Placements Protar Holdings Inc. — one search
Gestion Quadra Inc./Quadra Management Inc. — one search
In other words, if the bilingual name has a short distinctive part with a long and differing descriptive part, two search reports would be required.
e.g. LB Plumbing + Heating Inc.
Tuyauterie et Chauffage LB Inc. — two searches
Similarly, if the descriptive part of a bilingual name is unusual, two search reports would be required.
e.g. Collecte de sang Croix Bleue me.
Blue Cross Blood Collection Inc — two searches
9.5 Legal element
Section 10 of the CBCA states that one of the following legal elements must be part of the name every corporation:
- Société par actions de régime fédéral
- the corresponding abbreviation, Ltd., Ltée, Inc., Corp., or S.A.R.F.
A corporate name which, in the English version, has the legal element "Limited", must in the French version use the legal element "Limitée".
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, the only acceptable legal element is "Inc." and it must be located at the end of the name (See Regulation 32).
e.g. Coiffures CHICO Hairdressing Inc.
Note 1: 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 2: Corporations Canada will reject use of the legal element "S.A.R.F." with the English form of a name since "S.A.R.F." does not have an English equivalent.
e.g. Exeter Shoes S.A.R.F. — unacceptable
9.6 Confusing descriptive terms
Because a holding corporation and an investment corporation 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.
Corporations Canada will not grant proposed names with the descriptive features of "Holdings", "Placements", "Investments", "Gestion", "Management", and "Investissements" if the existing trade names have the same distinctive feature and one of the above descriptive features.
- e.g., XYZ Holdings Inc. — existing
- XYZ Placements Inc. — proposed (not acceptable)
- XYZ Investments Inc. — proposed (not acceptable)
Both proposed names are not acceptable because there is a likelihood of confusion with the existing corporation name.
9.7 Translation of distinctive element
The 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. If the foreign word is a surname, however, a descriptive word may be necessary to satisfy the statutory provisions or Regulation 30.
- e.g., Etoile Manufacturing Limited — acceptable
- Investissements Maple Leaf Limitée — acceptable
- Vitello Restaurants Inc. — acceptable
9.8 Equivalent name for use outside Canada
If 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, if 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.
- Date modified: