Canada Corporations Regulations (C.R.C., c. 424)

Regulations are current to 2016-11-21 and last amended on 2010-03-11. Previous Versions

Canada Corporations Regulations

C.R.C., c. 424

CANADA CORPORATIONS ACT

Regulations Under the Canada Corporations Act

Short Title

 These Regulations may be cited as the Canada Corporations Regulations.

Interpretation

 In these Regulations,

Act

Act means the Canada Corporations Act; (Loi)

associate

associate[Repealed, SOR/2010-61, s. 1]

body corporate

body corporate means any company wherever or however incorporated; (personne morale)

control

control[Repealed, SOR/2010-61, s. 1]

corporation

corporation means a company to which the Act applies; (corporation)

document

document means a document required to be sent to or filed with the Department or the Minister under the Act; (document)

recognized stock exchange

recognized stock exchange[Repealed, SOR/2010-61, s. 1]

  • SOR/78-46, s. 1;
  • SOR/2010-61, s. 1.

PART IGeneral

Forms

 [Repealed, SOR/2010-61, s. 2]

 The summary referred to in subsection 133(1) of the Act shall be on Form 3 of Schedule I furnished by the Department.

 The declaration referred to in subsection 111.1(1) of the Act shall be on Form 6.

  • SOR/78-46, s. 2.

Format of Documents

 All applications sent to or filed with the Department or the Minister shall be

  • (a) on good quality white paper approximately 8 1/2 by 11 inches in size;

  • (b) printed or typewritten; and

  • (c) legible and suitable for microfilming and photocopying.

 Where possible, each individual item in a document shall be set out in one or more contiguous, sequentially numbered paragraphs and each such item shall be preceded by an appropriate heading.

  •  (1) Numbers in a document shall be in numerals and not in words.

  • (2) Information in a document shall, where practical, be set out in tabular form.

 Abbreviations in documents shall,

  • (a) if formed by the truncation of a word, be followed by a period; and

  • (b) if formed by deletion of alphabetic characters from the middle of a word, not be followed by a period, but a corporate name may contain alphabetic characters that are not followed by a period.

  •  (1) If an item of information required to be disclosed in a form does not apply, it shall be so indicated by the phrase “not applicable”, by the abbreviation “N/A” or by a brief explanatory statement.

  • (2) If information is set out in response to one item in a document, it may be referred to in response to any other item in that document by a cross reference.

  • SOR/78-46, s. 3.
  •  (1) Where

    • (a) any provision required to be set out in a form furnished by the Director is too long to be set out in the space provided in the form, or

    • (b) an agreement or other document is to be incorporated by reference in and to be part of the form,

    the person completing the form may, subject to subsection (2), incorporate the provision, agreement or other document in the form by setting out in the space provided in the form the following sentence: “The annexed Schedule 1 (or as the case may be) is incorporated in this form.” and by annexing the provision, agreement or other documents to the form as that schedule.

  • (2) A separate schedule is required in respect of each item that is incorporated in a form by reference pursuant to subsection (1).

PART IICorporate Names

Interpretation

 For the purposes of subsection 29(2) of the Act, the proposed name of a corporation shall be considered objectionable when the name is prohibited or deceptively misdescriptive.

 In this Part,

confusing

confusing, in relation to a corporate name, means a corporate name the use of which causes confusion with a trade mark or trade name in the manner described in section 13; (prête à confusion)

distinctive

distinctive, in relation to a trade name, means a trade name that actually distinguishes the business in association with which it is used by its owner from the business of others or that is adapted so as to distinguish them; (distinctif)

secondary meaning

secondary meaning, in relation to a trade name, means a trade name that has been used in Canada or elsewhere by any applicant or his predecessors so as to have become distinctive in Canada as at the date of filing an application for a corporate name; (sens dérivé)

trade mark

trade mark means a trade mark as defined by the Trade Marks Act; (marque de commerce)

trade name

trade name means the name under which any business is carried on, whether it is the name of a body corporate, a trust, a partnership, a proprietorship or an individual; (nom commercial)

use

use means actual use by a person that carries on business in Canada or elsewhere. (emploi)

Confusion of Names

 A corporate name is confusing with

  • (a) a trade mark if the use of both the corporate name and the trade mark 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 are one business, whether or not the nature of the business of each is generally the same; or

  • (b) a trade name 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.

Consideration of Whole Name

 Subject to section 19, when determining whether a trade name is distinctive, the name as a whole and not only its separate elements shall be considered.

Reservation of Name

 A request to search  and reserve a corporate name may be in Form 5 of Schedule I or may be made by telephone.

Prohibited Names

 For the purposes of section 11, a corporate name is prohibited where the name contains any of the following:

  • (a) “Air Canada”;

  • (b) “Trans Canada Airlines” or “Lignes aériennes Trans Canada”;

  • (c) “Canada Standard” or “CS”;

  • (d) “Cooperative”, “Coopérative”, “co-op” or “pool” when it connotes a cooperative venture;

  • (e) “Parliament Hill” or “Colline du Parlement”;

  • (f) “Royal Canadian Mounted Police”, “Gendarmerie Royale du Canada”, “RCMP” or “GRC”; or

  • (g) “United Nations”, “Nations Unies”, “UN” or “ONU”.

 For the purposes of section 11, a corporate name is prohibited where the name connotes that the corporation

  • (a) carries on business under royal, vice-regal or governmental patronage, approval or authority, unless the appropriate government department or agency requests the name in writing;

  • (b) is sponsored or controlled by or is affiliated 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 affiliated with a university or an association of accountants, architects, engineers, lawyers, physicians, surgeons or any other 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; or

  • (d) carries on the business of a bank, loan company, insurance company, trust company, other financial intermediary or a stock exchange that is regulated by a law of Canada or a province unless the appropriate government department or agency consents in writing to the use of the name.

 For the purposes of section 11, a corporate name is prohibited where the name contains a word or phrase that is obscene or connotes a business that is scandalous, obscene or immoral.

 
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