4. Qualifiedly prohibited
Table of Contents
- 4.1 Names which connote government sponsorship and control
- 4.2 Abbreviations for government departments
- 4.3 Names connoting a connection with a university or professional association
- 4.4 Names connoting a financial intermediary
Reg. 26. For the purpose of paragraph 12(1)(a) of the Act, a corporate name is prohibited if it connotes that the corporation
- carries on business under royal, vice-regal or governmental patronage, approval or authority, unless Her Majesty or a person, society, authority or organization referred to in paragraph 9(2)(a) of the Trade-marks Act consents in writing to the use of the name;
- is sponsored or controlled by or is connected with the Government of Canada, the government of a province, the government of a country other than Canada or a political subdivision or agency of any such government, unless the appropriate government, political subdivision or agency consents in writing to the use of the name;
- is sponsored or controlled by or is connected with a university or an association of accountants, architects, engineers, lawyers, physicians or surgeons or another professional association recognized by the laws of Canada or a province, unless the appropriate university or professional association consents in writing to the use of the name;
- carries on the business of a bank, loan company, insurance company, trust company or another financial intermediary that is regulated by the laws of Canada, unless the Superintendent of Financial Institutions consents in writing to the use of the name; or
- carries on the business of a stock exchange that is regulated by the laws of a province, unless the relevant provincial securities regulator consents in writing to the use of the name.
4.1 Names which connote government sponsorship and control
Examples of names which connote government patronage or sponsorship and control:
- Sports Canada
- Canadian Association of Postmasters
- Health & Welfare Programmers Association
- Canadian Armed Forces
- Canadian Forces
- Canadian Labelling Standards Council
- Royal Canadian Mint
4.2 Abbreviations for government departments (Regulation 26(b))
Care should be taken if using initials that could connote government sponsorship or control in a proposed name. For example: The abbreviation "IC" for Industry Canada would be available with a descriptive feature like "shoes". The same distinctive element with a descriptive feature like "Corporate Information Services" would be unavailable because it implies government sponsorship and control.
Provincial or territorial names or abbreviations (Regulation 26(b))
Care should be taken if using the name or the abbreviation of one of Canada's provinces or territories. Use of certain provincial names and abbreviations in federal corporate names is prohibited. At the request of some provincial or territorial governments, Corporations Canada does not allow the use of the names or abbreviations in a federal corporate name. If an applicant has strong objections, he or she may wish to contact the appropriate government to try to obtain consent for use.
The terms "(ALTA)" and "(Alberta)" in federal corporate names is prohibited. At the request of the Alberta Government, Corporations Canada does not allow the use of these terms. These terms are reserved for bodies corporate incorporated in Alberta as affiliates of an extra-provincial company of the same or similar name. If an applicant has strong objections, he or she may wish to contact the Alberta Companies Branch to obtain consent for use of the term.
The terms "ALTA", "Alberta" and "Of Alberta" will be available unless they give a government connotation to the name in which case consent of the relevant government authority will be necessary. The Alberta Companies Branch leaves it up to Corporations Canada to determine if there is governmental connotation.Ministry of Service Alberta
Box 1007, Station Main
Edmonton AB T5J 4W6
The terms "B.C."/"C.-B.", "(B.C.)"/"(C.-B.)", "British Columbia"/"Colombie-Britannique", "(British Columbia)"/"(Colombie-Britannique)" and "Of British Columbia"/"de la Colombie-Britannique" will not be available without the approval of the British Columbia Registrar of Companies. The British Columbia Registrar of Companies wishes all names of this nature to be referred to its office for that determination to be made.B.C. Registrar of Companies
The Waddington Bldg.
940 Blanshard St., 2nd Floor
Victoria, B.C. V8W 3E6
"Nova Scotia"/"Nouvelle-Écosse" cannot be used as the first word in a corporate name without consent from the Nova Scotia Registrar of Joint Stock Companies.Service Nova Scotia and Municipal Relations
Registrar of Joint Stock Companies
Maritime Centre, 9th floor, Box 1529
1505 Barrington Street
Halifax, N.S. B3J 2Y4
"Manitoba" cannot be used in the name of a proposed federal corporation without consent from the Companies Office of Manitoba.Director
Manitoba Consumer and Corporate Affairs
1010, Woodsworth Building, 10th Floor
405 Broadway Avenue
Winnipeg, Manitoba R3C 3L6
"Sask..", "Saskatchewan", "(Sask..)", "(Saskatchewan)", or any other term which denotes affiliation with the Government of Saskatchewan, can be used in a federal corporation name only if the Director of Corporations in Saskatchewan has given consent.
In your application, you must include a letter from the Information Services Corporation (ISC) that confirms that the name is available and reserved. This letter is sufficient to demonstrate consent.Corporate Registry
Information Services Corporation (ISC)
1301 1st Avenue
Regina SK S4R 8H2
Newfoundland and Labrador
"Newfoundland and Labrador"/"Terre-Neuve-et-Labrador" or "N.L."/"T.-N.-L." are not permitted in a name proposed for a federal corporation without consent from the Registry of Companies of Newfoundland and Labrador.Registry of Companies
Commercial Registrations Division
P.O. Box 8700, Confederation Building
Ground Floor, East Block
St. John's, NL A1B 4J6
"New Brunswick"/"Nouveau-Branswick" cannot be used at the beginning of a corporate name without consent from the Director, Corporate Affairs Registry of New Brunswick.Director
Corporate Affairs Branch
Service New Brunswick
P.O. Box 1998
Fredericton, N.B. E3B 5G4
The physical address is:City Centre
462 Queen St
Fredericton, N.B. E3B 1B6
A name such as XYZ (Switzerland) Inc. would be available without consent of the Swiss government.
4.3 Names Connoting a Connection with a University or Professional Association (Regulation 26(c))
4.3.1 Professional associations
Corporations Canada does not require the consent of the professional organization just because a proposed name makes reference to a member or members of that profession.
The test is whether it could reasonably be assumed that the business is sponsored, controlled by, or connected with the organization.
e.g. No consent required for:
- Heritage Lawyers' Association
- John Brown Accounting Services Ltd.
- Black & White Engineers or
- Engineering & Consulting Ltd.
However, consent will be required if the proposed name is confusingly similar with a particular university or professional association.
e.g. Consent required for:
- University of Montreal Debating Society
- Upper Canada Lawyers' Debating Society (Law Society of Upper Canada — the professional association)
- Certified General Accountants Debating Society
Since Corporations Canada may not be aware of the names of all professional bodies, in each case, if a proposed name refers to an existing profession, the applicant should inform us whether this name is likely to be confusing with any existing professional association. The applicant may wish to contact the appropriate authorities for more information before using the name. Please note that the various provincial professional bodies have their own remedies against misuse of their professional titles. Furthermore, a provincial legislature has the power to legislate to prevent a federal professional association from carrying on operations in its province.
If no professional regulating body exists in a particular field, a body purporting to be such a professional association may be incorporated. The use of the word "professional" in the name is not prohibited.
e.g. North American Professional Shoemakers' Association
- Note: We would also incorporate another body purporting to offer the same professional services (i.e. shoemakers association) providing that the name proposed for that corporation is not confusing with the existing association name.
- e.g. North American Professional Shoemakers' Association — existing Uniso Professional Shoemakers' Society — acceptable
- Exception: The name of a professional association bearing the words "Corporation professionnelle du Québec" will be refused, unless it is accompanied by the consent of the Office des professions du Québec, since it connotes an organization approved by the professional code of Quebec.
4.3.2 Use of the term "university"
If the name of a proposed corporation uses the term "university" in a fashion that suggests that the corporation is a degree-granting institution, the name will be rejected as being misleading unless it can be established that the corporation has been authorized by the relevant federal or provincial authority to grant degrees.
e.g. University Painters Inc. — acceptable
e.g. Northern University Inc. — misleading
4.3.3 Use of terms connoting a degree-granting institution such as "college", "school", "institute", "adult education". "research" or "applied research"
An applicant's name will be rejected for being misleading if the name of a proposed corporation uses the terms "academy", "college", "school", "institute", "adult education", "research", "applied research" or a similar term, and it appears either from the name itself, or from other information we have, that the proposed corporation will grant bachelors, masters or doctorate degrees or a licentiate without the authorization of a relevant authority.
e.g. Sudbury Typing College (Inc) — acceptable, since no bachelors, masters, doctorate degree or licentiate will result
e.g. Northwest Applied Research (Inc) — unacceptable, if it grants degrees without authorization
If an application is received for the incorporation of a post-secondary educational institution, which has the aim of granting a bachelor, masters or doctorate degree or a licentiate (as a university or college), the application will be referred for comment to:
1710-350 Albert Street
K1R 1B1, CANADA
Tel.: (613) 563-1236
Fax: (613) 563-9745
4.4 Names connoting a financial intermediary (Regulation 26(d))
In cases where it is not clear whether a particular proposed corporate name connotes the business of loan, trust, insurance, banking, or stock exchange, Corporations Canada will depend on the advice of the Office of the Superintendent of Financial Institutions (OSFI). OSFI staff will provide this advice to applicants. The following are the guidelines that should be followed for these types of corporate names:
- If a proposed name intended for a CBCA corporation appears to connote a loan company, a trust company, an insurance company or a subsidiary of a bank, the applicant should refer to:
Senior Director, Compliance Division
Office of the Superintendent of Financial Institutions (OSFI)
121 King Street West, Toronto, Ontario M5H 3T9
For example, the following cases should be referred to OSFI if a name uses a descriptive term like "guaranty", "warranty", "surety", "life", "casualty", "assurance" or "indemnity".
When applying to OSFI for an opinion that the name is acceptable, the applicant should provide a description of the proposed business of the applicant corporation in sufficient detail to enable OSFI to understand how the proposed name supports the anticipated activities of the applicant corporation. If applicable, the applicant should also indicate to OSFI the exemption under the legislation administered by OSFI which, in the opinion of the applicant, permits the applicant corporation to use the descriptive elements contained in the proposed name. If OSFI requires further information, it will contact the applicant directly.
When OSFI is satisfied that the referred name does not connote a loan, trust or insurance company, a bank or other financial intermediary, it will issue a letter indicating that the name is acceptable, addressed to the applicant.
- If a proposed name, intended for a CBCA corporation, clearly connotes that the applicant business is a financial intermediary, it will be rejected. Corporations bearing such names may be incorporated only under one of the statutes administered by OSFI or provincial financial regulators. For example, subject to Section C, the following types of descriptive terms clearly connote a financial intermediary:
- If a descriptive term like "fiduciary", "trustco", "trust", "loanco", "loan", "savings", "insurance", "annuity", "lifeco", "fiduciaire", "fiducie, "prêt", "épargne", "assurance", "rente" or "vie" is used. These terms are reserved for companies incorporated under the Trust and Loan Companies Act or the Insurance Companies Act administered by OSFI.
- If the descriptive term "mortgage"/"hypothèque" is used and the corporation is a mortgage lending business and not a mortgage brokerage business (in the latter case, the word "mortgage"/"hypothèque" would be acceptable).
- If a term like "bank", "banker" or "banking" is used alone or in combination with certain other words (e.g., "Bancorp", "banco" or "bankco") in connection with financial activities. These terms are reserved for banks regulated by the Bank Act administered by OSFI and are not permitted for CBCA corporations or provincial corporations.
- If a proposed name clearly does not connote a financial intermediary, it does not need to be referred to OSFI. For example, the following situations do not need to be referred:
- If any of the terms that normally connote the business of a financial intermediary are used in a fanciful way. Examples are "Once in a Life Time Bridal Boutique Inc.", "Time Savings Household Cleaner Inc." and "Sam's Trustworthy Contracting Services Ltd..
- If the terms "finance"/"finances", "acceptance"/"acceptation", "credit"/"credit", "fund"/"fonds", "fidelity"/"cautionnement" and "underwriters"/"souscripteurs" are used.
- If a term such as "broker"/"courtier", "agent", "agency"/"agence" or "service(s)"/"service" is used in a name in such a way as to connote an insurance or mortgage-related agency or brokerage business (e.g., "Cartier Insurance Brokers Inc.").
- If the terms "trust foundation"/"fondation fiduciaire" or "trust society"/"société de fiducie" are used by not-for-profit corporations.
- If the term "mortgage investment corporation"/"société de placement hypothécaire" is used.
Provincial Restrictions on Businesses Offering Insurance-Related Services
For the purposes of licensing, some provincial jurisdictions (e.g., Quebec and Ontario) have restrictions on the type of names allowed for companies offering insurance-related services. Since the use of a name granted is subject to the laws of the jurisdiction where the corporation intends to carry on business, the applicant may wish to contact the appropriate authorities before applying for the proposed name.
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