Canada Business Corporations Regulations, 2001 (SOR/2001-512)

Regulations are current to 2015-10-27 and last amended on 2011-01-01. Previous Versions

Deceptively Misdescriptive Names

 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.

  • SOR/2010-72, s. 1.

 For the purpose of subsection 10(3) of the Act, a combined English and French form of the name of a corporation shall include, from among the words and expressions set out in subsection 10(1) of the Act, only the expression “Inc.” which is to be placed at the end of the corporate name.

  • SOR/2010-72, s. 1.

 [Repealed, SOR/2010-72, s. 1]

 [Repealed, SOR/2010-72, s. 1]



 The following definitions apply in this Part.

“delivery shares”

“delivery shares” means shares issued by a corporation to a particular subsidiary for the purpose of an acquisition made under subsection 31(4) of the Act. (actions remises)

“particular subsidiary”

“particular subsidiary” means a subsidiary body corporate referred to in subsection 31(4) of the Act. (filiale donnée)

Prescribed Conditions

 For the purpose of subsection 31(4) of the Act, the prescribed conditions are that

  • (a) the consideration received by the corporation for the delivery shares is equal to the fair market value of those shares at the time of their issuance;

  • (b) the class of shares of which the delivery shares are a part is widely held and shares of that class are actively traded on any of the following stock exchanges in Canada, namely,

    • (i) the Canadian Venture Exchange,

    • (ii) The Montreal Exchange, or

    • (iii) the Toronto Stock Exchange;

  • (c) the sole purpose of effecting the acquisition by the particular subsidiary of delivery shares is to transfer them, as set out in paragraph 37(b), to the shareholders of another body corporate;

  • (d) immediately before the acquisition of the delivery shares by the particular subsidiary, the other body corporate and its shareholders deal at arm’s length, to be determined in accordance with the Income Tax Act, with the corporation and the particular subsidiary; and

  • (e) immediately before the acquisition of the delivery shares by the particular subsidiary, the particular subsidiary and the other body corporate are not resident in Canada, for the purposes of the Income Tax Act.