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
Request Additional Information
