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

40 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

• 41 (1) For the purpose of subsection 283(3) of the Act, the prescribed documents and classes of documents are

  • (a) a notice of registered office referred to in subsection 20(2) or (3) of the Act;

  • (b) a notice of directors referred to in subsection 128(1) of the Act;

  • (c) a notice of change referred to in subsection 134(1) of the Act;

  • (d) the documents referred to in section 153 of the Act; and

  • (e) letters patent and supplementary letters patent.

• (2) For the purpose of subsection 283(3) of the Act, the prescribed periods are

  • (a) in respect of an application for an exemption referred to in section 88 of these Regulations, six years beginning on the day on which the application is received by the Director;

  • (b) in respect of a copy of the documents sent under subsection 176(1) of the Act, three years beginning on the day on which the copy is received by the Director;

  • (c) in respect of a document evidencing the satisfaction of the Director for the purpose of subsection 213(1) of the Act, two years beginning on the day on which the document is issued by the Director; and

  • (d) in respect of an annual return referred to in section 278 of the Act, two years beginning on the day on which it is received by the Director.

PART 3Corporate Names

Interpretation

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

  corporate name

  corporate name[Repealed, SOR/2022-40, s. 46]

  deceptively misdescriptive

  deceptively misdescriptive means, in respect of a corporate name, that the name is likely to mislead the public, in any language, with respect to any of the following:

  • (a) the activities, 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. (fausse et trompeuse)

  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 Trademarks Act. (marque officielle)

  trademark

  trademark means a trademark as defined in section 2 of the Trademarks 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

43 A corporate name is confusing with

• (a) a trademark or an official mark if it is the same as that trademark or official mark or if the use of both the corporate name and either the trademark 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 trademark 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.

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

• (a) the inherent distinctiveness of the whole or any element of the trademark, official mark or trade-name and the extent to which it has become known;

• (b) the length of time the trademark, official mark or trade-name has been in use;

• (c) the nature of the goods, services or activities with which the trademark, official mark or trade-name is associated;

• (d) the nature of the trade with which the trademark, official mark or trade-name is associated;

• (e) the degree of resemblance between the proposed corporate name and the trademark, 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.

45 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.

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

• 47 (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.

48 Despite section 44, if the corporate name of an amalgamated corporation is the same as the name of one of the amalgamating corporations, it is not prohibited for that reason alone.

• 49 (1) Despite section 44, the corporate name of an existing corporation that is the same as the name of an affiliated body corporate from which the existing 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 44, 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.

50 For the purpose of subsection 13(1) of the Act, a corporate name is prohibited if it is confusing with a name that is reserved under subsection 12(1) of the Act, unless the person for whom the name was reserved consents in writing to the use of the name.

General Prohibitions

51 For the purpose of subsection 13(1) of the Act, a corporate name is prohibited if the name contains any of the following elements:

• (a) “cooperative”, “coopérative” or “co-op” when 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” when it connotes a relationship to the United Nations.

52 For the purpose of subsection 13(1) of the Act, a corporate name is prohibited when it connotes that the corporation

• (a) carries on its activities 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 Trademarks 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 confirms in writing that the words that are used in the name and that are regulated by section 983 of the Bank Act, section 47 of the Insurance Companies Act or section 47 of the Trust and Loan Companies Act are authorized to be used under the applicable Act; 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.