ARCHIVED — Regulations Amending Certain Department of Industry Regulations
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Canada Business Corporations Regulations, 2001
1. Part 2 of the Canada Business Corporations Regulations, 2001 is replaced by the following:
PART 2-Corporate Names
Interpretation
17. (1)The following definitions apply in this Part.
"corporate name" means the name of a corporation. (Version anglaise
seulement)
"distinctive", in relation to a trade-name, considered as a whole
and by its separate elements, means a trade-name that distinguishes the business
in association with which it is used or intended to be used by its owner from
any other business or that is adapted to so distinguish them. (distinctive)
"official mark" means an official mark referred to in subparagraph
9(1)(n)(iii) of the Trade-marks Act. (marque officielle)
"trade-mark" means a trade-mark as defined in section 2 of the Trade-marks
Act. (marque de commerce)
"trade-name" means a name that has been reserved by the Director under
subsection 11(1) of the Act, or the name under which a business is carried on,
or intended to be carried on, whether it is a corporate name or the name of
a body corporate, trust, partnership, sole proprietorship or individual. (dénomination
commerciale)
"use" means the actual use by a person that carries on business in
Canada or elsewhere. (emploi)
(2)For greater certainty, this Part applies to the corporate name of an amalgamated
corporation.
Confusing Names
18. A corporate name is confusing with(a)a trade-mark or an official mark if it is the same as that trade-mark or
official mark or if the use of both the corporate name and either the trade-mark
or the official mark, as the case may be, is likely to lead to the inference
that the business carried on or intended to be carried on under the corporate
name and the business connected with the trade-mark or official mark, as the
case may be, are one business, whether or not the nature of the business of
each is generally the same; or
(b)a trade-name if it is the same as that trade-name or if the use of both
names is likely to lead to the inference that the business carried on or intended
to be carried on under the corporate name and the business carried on under
the trade-name are one business, whether or not the nature of the business of
each is generally the same.
(a)the inherent distinctiveness of the whole or any element of the trade-mark,
official mark or trade-name and the extent to which it has become known;
(b)the length of time that the trade-mark, official mark or trade-name has
been in use;
(c)the nature of the goods, services or business with which the trade-mark,
official mark or trade-name is associated;
(d)the nature of the trade with which the trade-mark, official mark or trade-name
is associated;
(e)the degree of resemblance between the proposed corporate name and the trade-mark,
official mark or trade-name in appearance or sound or in the ideas suggested
by them; and
(f)the geographical area in Canada in which the trade name or proposed corporate
name is likely to be used.
(a)the body corporate has been dissolved; or
(b)in the case of a body corporate that has not been
dissolved, it consents in writing to the use of the name and undertakes in writing
to dissolve immediately or to change its name before the corporation that proposes
to use the name begins using it.
22. (1) Despite section 19, a corporate name that is confusing with the name of a body corporate is not prohibited for that reason alone if
(a)the corporate name is the name of an existing or a proposed corporation
that is the successor to the business of the body corporate and the body corporate
has ceased or will, in the immediate future, cease to carry on business under
that corporate name and undertakes in writing to dissolve or to change its name
before the successor corporation begins carrying on business under that name;
and
(b)the corporate name of the existing or proposed corporation sets out in numerals
the year of incorporation, or the year of the most recent amendment to the corporate
name, in parentheses, immediately before the word or expression "Limited",
"Limitée", "Incorporated", "Incorporée",
"Corporation", "Société par actions de régime
fédéral" or "Société commerciale canadienne"
or the abbreviation "Ltd.", "Ltée", "Inc.",
"Corp.", "S.A.R.F." or "S.C.C.".
(2) If a corporate name is changed so that the reference to the year of incorporation
or the year of the most recent amendment to the corporate name is deleted at
least two years after it is introduced, it is not prohibited for that reason
alone.
24. (1) Despite section 19, the corporate name of an existing corporation that is the same as the name of an affiliated body corporate from which the corporation has acquired or will, in the immediate future, acquire all or substantially all of the property of the body corporate is not prohibited for that reason alone if the body corporate undertakes in writing to dissolve, or to change its name, before the corporation begins using the corporate name.
(2) Despite section 19, if the corporate name of a proposed corporation is the
same as the name of a body corporate that is to be an affiliate of the proposed
corporation from which the proposed corporation will, in the immediate future,
acquire all or substantially all of the property of the body corporate, the
corporate name is not prohibited for that reason alone if the body corporate
undertakes in writing to dissolve, or to change its name, before the proposed
corporation begins using the corporate name.
General Prohibitions
25. For the purpose of paragraph 12(1)(a) of the Act, a corporate name is prohibited if the name contains any of the following elements:(a)"cooperative", "coopérative", "co-op"
or "pool", if it connotes a cooperative venture;
(b)"Parliament Hill" or "Colline du Parlement";
(c)"Royal Canadian Mounted Police", "Gendarmerie royale du Canada",
"RCMP" or "GRC"; and
(d)"United Nations", "Nations Unies", "UN" or
"ONU", if it connotes a relationship to the United Nations.
(a)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;
(b) 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;
(c) 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;
(d) 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
(e)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.
28. For the purpose of paragraph 12(1)(a) of the Act, a corporate name is prohibited if an element of the name is the family name of an individual, whether or not preceded by their given name or initials, unless the individual or their heir or personal representative consents in writing to the use of their name and the individual has or had a material interest in the corporation.
29. For greater certainty, a corporate name is not prohibited only because it contains alphabetic or numeric characters, initials, punctuation marks or any combination of those elements.
Non-Distinctive Names
30. (1) For the purpose of paragraph 12(1)(a) of the Act, a corporate name is prohibited if it(a) is only descriptive, in any language, of the business of the corporation,
of the goods and services in which the corporation deals or intends to deal,
or of the quality, function or other characteristic of those goods and services;
(b ) is primarily or only the name or family name, used alone, of an individual
who is living or has died within 30 years before the day on which the Director
receives any of the documents referred to in subsection 8(1), section 178 or
subsection 185(4), 187(4), 191(5), 192(7) or 209(3) of the Act or a request
to reserve a name under subsection 11(1) of the Act; or
(c) is primarily or only a geographic name that is used alone.
(2) Subsection (1) does not apply if a person proposing to use the corporate
name establishes that it has been used in Canada or elsewhere by them or by
their predecessors so as to have become distinctive in Canada on the day referred
to in paragraph (1)(b).
Deceptively Misdescriptive Names
31. For the purpose of paragraph 12(1)(a) of the Act, a corporate name is deceptively misdescriptive if it is likely to mislead the public, in any language, with respect to any of the following:(a) the business, goods or services in association with which it is proposed
to be used;
(b) the conditions under which the goods or services will be produced or supplied
or the persons to be employed in the production or supply of the goods or services;
and
(c) the place of origin of the goods or services.
2. The Regulations are amended by adding the following after Part 8:
Part 8.1 - Fundamental Changes
72.1 (1) Despite subparagraph 184(1)(b)(ii) of the Act, the resolutions approving the amalgamation of a holding corporation with one or more of its subsidiary corporations may provide that the corporate name set out in the articles of amalgamation is not the same as that set out in the articles of the amalgamating holding corporation.(2) Despite subparagraph 184(2)(b)(ii) of the Act, the resolutions approving
the amalgamation of two or more wholly owned subsidiary corporations of the
same holding body corporate may provide that the corporate name set out in the
articles of amalgamation is not the same as that set out in the articles of
the amalgamating subsidiary corporation whose shares are not cancelled.
Canada Cooperatives Act
3. Part 2 of the Canada Cooperatives Regulations is replaced by the following:
8. (1) The following definitions apply in this Part."distinctive", in relation to a trade-name, considered as a whole
and by its separate elements, means a trade-name that distinguishes the business
in association with which it is used or intended to be used by its owner from
any other business or that is adapted to so distinguish them. (distinctive)
"official mark" means an official mark referred to in subparagraph
9(1)(n)(iii) of the Trade-marks Act. (marque officielle)
"trade-mark" means a trade-mark as defined in section 2 of the Trade-marks
Act. (marque de commerce)
"trade-name" means a name that has been reserved by the Director under
section 22 of the Act, or the name under which a business is carried on, or
intended to be carried on, whether it is a corporate name or the name of a body
corporate, trust, partnership, sole proprietorship or individual. (dénomination
commerciale)
"use" means the actual use by a person that carries on business in
Canada or elsewhere. (emploi)
(2)For greater certainty, this Part applies to the cooperative name of an amalgamated
cooperative.
Confusing Names
9. A cooperative name is confusing with(a) a trade-mark or official mark if it is the same as that trade-mark or official
mark or if the use of both the cooperative name and either the trade-mark or
the official mark, as the case may be, is likely to lead to the inference that
the business carried on or intended to be carried on under the cooperative name
and the business connected with the trade-mark or official mark, as the case
may be, are one business, whether or not the nature of the business of each
is generally the same; or
(b) a trade-name if it is the same as that trade-name or if the use of both
names is likely to lead to the inference that the business carried on or intended
to be carried on under the cooperative name and the business carried on under
the trade-name are one business, whether or not the nature of the business of
each is generally the same.
(a) the inherent distinctiveness of the whole or any element of the trade-mark,
official mark or trade-name and the extent to which it has become known;
(b) the length of time that the trade-mark, official mark or trade-name has
been in use;
(c) the nature of the goods, services or business with which the trade-mark,
official mark or trade-name is associated;
(d) the nature of the trade with which the trade-mark, official mark or trade-name
is associated;
(e) the degree of resemblance between the proposed cooperative name and the
trade-mark, official mark or trade-name in appearance or sound or in the ideas
suggested by them; and
(f) the geographical area in Canada in which the trade name or proposed cooperative
name is likely to be used.
(a)the body corporate has been dissolved; or
(b)in the case of a body corporate that has not been dissolved, it consents
in writing to the use of the name and undertakes in writing to dissolve immediately
or to change its name before the cooperative that proposes to use the name begins
using it.
13. (1) Despite section 10, a cooperative name that is confusing with the name of a body corporate is not prohibited for that reason alone if
(a) the cooperative name is the name of an existing or a proposed cooperative
that is the successor to the business of the body corporate and the body corporate
has ceased or will, in the immediate future, cease to carry on business under
that cooperative name and undertakes in writing to dissolve or to change its
name before the successor cooperative begins carrying on business under that
name; and
(b) the cooperative name of the existing or proposed cooperative sets out in
numerals the year of incorporation, or the year of the most recent amendment
to the cooperative name, in parentheses.
(2) If a cooperative name is changed so that the reference to the year of incorporation
or the year of the most recent amendment to the cooperative name is deleted
at least two years after it is introduced, it is not prohibited for that reason
alone.
15. (1) Despite section 10, the cooperative name of a cooperative that is the same as the name of an affiliated body corporate from which the existing cooperative has acquired or will, in the immediate future, acquire all or substantially all of the property of the body corporate is not prohibited for that reason alone if the body corporate undertakes in writing to dissolve, or to change its name, before the existing cooperative begins using the cooperative name.
(2)Despite section 10, if the cooperative name of a proposed cooperative is
the same as the name of a body corporate that is to be an affiliate of the proposed
cooperative from which the proposed cooperative will, in the immediate future,
acquire all or substantially all of the property of the body corporate, the
cooperative name is not prohibited for that reason alone if the body corporate
undertakes in writing to dissolve, or to change its name, before the proposed
cooperative begins using the cooperative name.
General Prohibitions
16. For the purpose of paragraph 23(a) of the Act, a cooperative name is prohibited if the name contains any of the following elements:(a) "Parliament Hill" or "Colline du Parlement";
(b) "Royal Canadian Mounted Police", "Gendarmerie royale du Canada",
"RCMP" or "GRC"; and
(c) "United Nations", "Nations Unies", "UN" or
"ONU", if it connotes a relationship to the United Nations.
(a) 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;
(b) 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;
(c) 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;
(d) carries on the business of a bank, a loan company, an insurance company,
a 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
(e) arries 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.
19. (1) For the purpose of paragraph 23(a) of the Act, a cooperative name is prohibited if an element of the name is the family name of an individual, whether or not preceded by their given name or initials, unless the individual or their heir or personal representative consents in writing to the use of their name and, subject to subsection (2), the individual has or had a material interest in the cooperative.
(2) The individual is not required to have or to have had a material interest
in the cooperative if Part 20 of the Act applies to the cooperative or the individual
is a recognized cooperative leader.
Non-Distinctive Names
21. (1) For the purpose of paragraph 23(a) of the Act, a cooperative name is prohibited if it(a) is only descriptive, in any language, of the business of the cooperative,
of the goods and services in which the cooperative deals or intends to deal,
or of the quality, function or other characteristic of those goods and services;
(b) is primarily or only the name or family name, used alone, of an individual
who is living or has died within 30 years before the day on which the Director
receives the articles referred to in paragraph 10(a), subsection 285(4) or (5),
section 292, subsection 299(4), 303(6), 305(1) or 308(3) of the Act or a request
to reserve a name under section 22 of the Act; or
(c) is primarily or only a geographic name that is used alone.
(2) Subsection (1) does not apply if a person proposing to use the cooperative
name establishes that it has been used in Canada or elsewhere by them or by
their predecessors so as to have become distinctive in Canada on the day referred
to in paragraph (1)(b).
Deceptively Misdescriptive Names
22. For the purpose of paragraph 23(a) of the Act, a cooperative name is deceptively misdescriptive if it is likely to mislead the public, in any language, with respect to any of the following:(a) the business, goods or services in association with which it is proposed
to be used;
(b) the conditions under which the goods or services will be produced or supplied
or the persons to be employed in the production or supply of the goods or services;
and
(c) the place of origin of the goods or services.