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NOT-FOR-PROFIT AND CHARITY
INCORPORATION IN ONTARIO

 

Selecting your Corporate Name

 

Name cannot be Deceptively Similar
The Act provides that a corporation shall not be given a name that is the same as or similar to the name of a known corporation, association, partnership, individual or business if the use of the proposed name would be likely to deceive, except where the existing corporation, association, etc. gives a consent in writing. In other words, the Act permits the granting of a similar corporate name so long as the proposed name is not CONFUSINGLY or DECEPTIVELY SIMILAR to an existing name.

Name must be Distinctive
Corporate name must be such that it will not be confused with EXISTING names of corporations, trademarks or unincorporated organizations and will not MISLEAD or CONFUSE the public as to the undertaking or nature of the corporation or its relationship to other corporations.

Types of Distinctiveness
The name itself may be distinctive or may acquire its distinctiveness through long use. Usually the most distinctive or unique names have a coined word as the distinctive element, for example:
- Avinta Social Club
- Zaltak Hockey Association
- 5-P Bowling Club

Unusual use or combination of generic words may produce a distinctive name, for example:
- All-That-Jazz Club
- Sorcerers Hockey Club
- Magic Eleven Soccer Club

Words that are coined using parts of other words, geographical location, numbers, initials and dictionary words make a less distinctive name.
- Sundance Social Club
- Kenora Hockey Association
- Loyal Order of Moose Lodge 35
- Guelph Dance Club
- Northern Lights Skating Club

Elements of A Corporate Name
Most corporate names consist of three elements:
1. The DISTINCTIVE element is the main identifier of the corporate name. It may be a coined word of a dictionary word used in a fanciful sense quite different from its ordinary meaning or a geographic term. Every corporate name must have a distinctive element.
2. The DESCRIPTIVE element describes the nature of the main corporate undertaking. Care should be taken not to use terms that may be misdescriptive or misleading.
3. The LEGAL element indicates the status of the organization as an incorporated body. Either "Corporation" or "Incorporated" or "Incorporée" or their abbreviations may be used. The use of this element is optional.

 
DISTINCTIVE ELEMENT
DESCRIPTIVE ELEMENT
LEGAL ELEMENT
 
 
Canvelo
Cycling Club
Inc.
 
 
Village Green
Square Dancers
 
 
Don Mills
Student Exchange
Corp.
 

Name not to be too General
Corporate name cannot be too general. The reason for this prohibition is that corporate names that are too general tend to infringe on a number of existing names, are likely to contribute to confusion and unduly restrict or limit the possibility of using names in the future that otherwise would be available to the public except for the existence of the name that is too general.
A corporate name that is too general may be defined as a name that usually lacks the distinctive element.

Example A: names that are too general consist of words of general meaning that have no distinctive element to them and for the purposes of a corporate name consist of only the descriptive and the legal element:
- Student Exchange Corporation
- Cycling Club Inc.
- Jazz Singers Friendship Society

Example B: a general name can be rectified by adding the distinctive element:
- Don Mills Student Exchange Corporation
- Canvelo Cycling Club Inc.
- Soundville Jazz Singers Friendship Society

Name cannot Suggest Connection with the Crown
The Act provides that a corporation shall not be given a name that suggests or implies connection with the Crown or the Royal Family.
The consent of the Secretary of State, Canada, has to be obtained by the applicant where the word "Royal" is used as a prefix in a corporate name and where is suggests Royal Patronage. The onus is on the applicant to obtain such consent.

Example A: Corporation names that suggest Royal Patronage and need the consent of the Secretary of State, Canada:
- The Royal Agricultural Winter Fair
- The Royal Canadian Yacht Club
- The Prince Charles Youth Foundation

Example B: corporation names where "Royal" is used as a descriptive adjective in the use of "majestic" or "grand" and Royal Patronage is not suggested and therefore the consent of the Secretary of State, Canada, is not required:
- Royal Wave Surfing Association
- Royal Mountain Ski Club

Name cannot Suggest Connection with Government
The Act provides that a corporation shall not be given a name that suggests or implies connection with any government or a government department or agency without the written consent of the appropriate authority. In this connection particular attention should be given to the use of the words "Canada" and "Ontario".

Example A: names that suggest or imply government connection:
- Heritage Ontario
- Multi-Culture Canada
- Metro Toronto Sports and Recreation Authority

Example B: Names implying government connection may be modified by rearranging and adding words thus eliminating the suggested government connection:
- Heritage Association of Kingston, Ontario
- Canadian Multi-Cultural Society of Timmins
- Sports and Recreation Association of Metro Toronto

Prohibited Words / Expressions
The Regulation prohibits the use of some words and expressions and restricts the use of others.

Here is a summary of such prohibitions and restrictions:

The following words and expressions shall not be used in a corporate name:

1. "Amalgamated", unless the corporation is an amalgamated corporation resulting from the amalgamation of two or more corporations.

2. "College"’ "institute" or "university" except with a consent in writing on behalf of the Ministry of Education and Training.

3. "Engineer" or "engineering" or any variation thereof, except with the consent in writing of the Association of Professional Engineers of the Province of Ontario.

4. "Housing", unless the corporation is owned by, sponsored by, or connected with the Government of Canada, the Government of Ontario, or a municipal government in Ontario.

5. "Royal"’ where used a prefix, unless the consent of the Crown has been obtained through the Secretary of State, Canada.

6. Numerals indicating the year of incorporation, unless the proposed corporation is the successor to a corporation the name of which is the same as or similar to the proposed corporation, or, the year is the year of amalgamation of the corporation.

7. Any word or expression that would lead to an inference that the corporation is a business corporation.

A corporate name shall not contain a word or expression, an element of which is the family name of a particular individual, who is living or who has died within the previous thirty years whether of not preceded by a given name or initials, unless the individual, his heir, executor, administrator, assigns or guardian consents in writing to the use of his name.

A corporate name shall not contain any word or expression in any language that describes in a misleading manner the activities or services in association with which the corporate name is proposed to be used.

Choosing the Corporate Name
When choosing the corporate name, it is important to remember the many situations when and how the corporate name will be used. For example, the name may be used visually (stationery, signs, uniforms, cheques, correspondence, newsprint, advertising, etc.) and auditorially (telephone, radio, television). In each of these uses it would be to the advantage of the corporation to have a name that is memorable. To this end, the name should be distinctive and short.

The Corporate Name Search Report
If the proposed name does not appear to be deceptively/confusingly similar to the name of an existing organization or corporation, and does not appear otherwise to contravene the Act or the Regulations then you should contact a Search House in order to obtain an Ontario biased name search report for the proposed name of the corporation. You can order your NUANS name report online. Click here to proceed to the order page.


Order your Incorporation Online

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