Canada Not-for-profit Corporations Regulations (SOR/2011-223)

Regulations are current to 2019-05-07 and last amended on 2016-05-13. Previous Versions

PART 2Time Periods and Prescribed Amounts (continued)

Trust Indentures (continued)

 For the purpose of section 112 of the Act, the prescribed period is 30 days after the day on which the trustee becomes aware of the event of default.

Receivers, Receiver-Managers and Sequestrators

 For the purpose of paragraph 123(f) of the Act, the prescribed period is six months.

Directors and Officers

 For the purpose of subsection 127(3) of the Act, the prescribed period is five or more days before the day on which the meeting is to be held.

  •  (1) For the purpose of subsection 128(3) of the Act, the prescribed period is four years.

  • (2) For the purpose of subparagraph 128(9)(b)(i) of the Act, the prescribed period is 10 days after the day on which the election or appointment took place.

  •  (1) For the purpose of subsection 134(1) of the Act, in the case of a change in directors, the prescribed period is 15 days after the day on which a change is made and, in the case of a change of address, 15 days after the corporation receives a notice from a director under subsection 134(2) of the Act.

  • (2) For the purpose of subsection 134(2) of the Act, the prescribed period is 15 days after the day on which the change is made.

 For the purpose of subsection 147(3) of the Act, the prescribed period is seven days.

Liquidation and Dissolution

 For the purposes of subsections 218(1) and (2) of the Act, the prescribed period is three years.

  •  (1) For the purpose of subparagraph 222(1)(a)(i) of the Act, the prescribed period is three years.

  • (2) For the purpose of subparagraph 222(1)(a)(ii) of the Act, the prescribed period is three consecutive years.

  • (3) For the purpose of subparagraph 222(1)(a)(iii) of the Act, the prescribed period is one year.

  • (4) For the purpose of subsection 222(3) of the Act, the prescribed period is 120 days after the day on which notice is given by the Director under paragraph 222(2)(a) of the Act.

 For the purpose of paragraph 223(1)(a) of the Act, the prescribed period is two or more consecutive years.

  •  (1) For the purpose of subsection 226(2) of the Act, the prescribed period is 30 days.

  • (2) For the purpose of paragraph 226(4)(a) of the Act, the prescribed minimum frequency is once a week.

  •  (1) For the purpose of paragraph 231(b) of the Act, the notice of the appointment shall be published in a newspaper once a week for two consecutive weeks.

  • (2) For the purpose of subparagraph 231(b)(iii) of the Act, the prescribed period is 60 days after the day on which the notice of the appointment was first provided by the liquidator.

  • (3) For the purpose of paragraph 231(h) of the Act, the prescribed period is one year.

 For the purpose of subsection 233(2) of the Act, the prescribed period is one year.

 For the purpose of paragraph 235(1)(c) of the Act, the prescribed period is 60 months before the distribution of property remaining on liquidation after the discharge of any liabilities of the corporation and the prescribed amount is $10,000 in any financial year ending in that prescribed period.

 For the purpose of section 238 of the Act, the prescribed period is six years.

Remedies, Offences and Punishment

 For the purpose of paragraph 251(2)(a) of the Act, the prescribed period is 14 or more days.

 For the purpose of subsection 257(1) of the Act, the prescribed period is the later of 30 days after the day on which the articles or other document is received and 20 days after the day on which any related approval required under any other Act is received.

General

 For the purpose of subsection 283(3) of the Act, the prescribed period is six years after the day on which the Director receives the document.

PART 3Corporate Names

Interpretation

  •  (1) The following definitions apply in this Part.

    corporate name

    corporate name means the name of a corporation. (Version anglaise seulement)

    distinctive

    distinctive, in relation to a trade-name, considered as a whole and by its separate elements, means a trade-name that distinguishes the activities in association with which it is used or intended to be used by its owner from any other activities or that is adapted to so distinguish them. (distinctive)

    official mark

    official mark means an official mark referred to in subparagraph 9(1)(n)(iii) of the Trade-marks Act. (marque officielle)

    trade-mark

    trade-mark means a trade-mark as defined in section 2 of the Trade-marks Act. (marque de commerce)

    trade-name

    trade-name means a name that has been reserved by the Director under subsection 12(1) of the Act, or the name under which activities are 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

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

  • (2) For greater certainty, this Part applies to the corporate name of an amalgamated corporation.

Confusing Names

 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 activities carried on or intended to be carried on under the corporate name and the activities connected with the trade-mark or the official mark, as the case may be, are the activities of one organization, whether or not the nature of those activities 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 activities carried on or intended to be carried on under the corporate name and the activities carried on under the trade-name are the activities of one organization, whether or not the nature of those activities is generally the same.

 For the purpose of subsection 13(1) of the Act, a corporate name is prohibited if its use causes confusion with a trade-mark, official mark or trade-name, having regard to the circumstances, including

  • (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 the trade-mark, official mark or trade-name has been in use;

  • (c) the nature of the goods, services or activities 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.

 Despite section 44, a corporate name that is confusing with the name of a body corporate that has not carried on activities in the two years immediately before the day on which the Director receives the documents referred to in section 9 or 201 or subsection 208(4), 211(5), 215(5), 216(6) or 219(3) of the Act or a request to reserve a name under subsection 12(1) of the Act is not prohibited for that reason alone if

  • (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.

 Despite section 44, if a word in a corporate name is confusing with the distinctive element of a trade-mark, official mark or trade-name, the corporate name is not prohibited for that reason alone if the person who owns the trade-mark, official mark or trade-name consents in writing to the use of the corporate name.

  •  (1) Despite section 44, 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 activities of the body corporate and the body corporate has ceased or will, in the immediate future, cease to carry on activities under that corporate name and undertakes in writing to dissolve or to change its corporate name before the successor corporation begins carrying on activities under that corporate 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.

  • (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.

 
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