Canada Corporations Regulations

Link to law: http://laws-lois.justice.gc.ca/eng/regulations/C.R.C.,_c._424/FullText.html

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Canada Corporations Regulations

C.R.C., c. 424CANADA CORPORATIONS ACT
Regulations Under the Canada Corporations ActShort Title

1 These Regulations may be cited as the Canada Corporations Regulations.

Interpretation

2 In these Regulations,

Act
Act means the Canada Corporations Act; (Loi)
associate
associate[Repealed, SOR/2010-61, s. 1]
body corporate
body corporate means any company wherever or however incorporated; (personne morale)
control
control[Repealed, SOR/2010-61, s. 1]
corporation
corporation means a company to which the Act applies; (corporation)
document
document means a document required to be sent to or filed with the Department or the Minister under the Act; (document)
recognized stock exchange
recognized stock exchange[Repealed, SOR/2010-61, s. 1]

SOR/78-46, s. 1;
SOR/2010-61, s. 1.

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PART I General

Forms

3 [Repealed, SOR/2010-61, s. 2]
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4 The summary referred to in subsection 133(1) of the Act shall be on Form 3 of Schedule I furnished by the Department.

4.1 The declaration referred to in subsection 111.1(1) of the Act shall be on Form 6.
SOR/78-46, s. 2.

Format of Documents

5 All applications sent to or filed with the Department or the Minister shall be

(a) on good quality white paper approximately 8 1/2 by 11 inches in size;
(b) printed or typewritten; and
(c) legible and suitable for microfilming and photocopying.

6 Where possible, each individual item in a document shall be set out in one or more contiguous, sequentially numbered paragraphs and each such item shall be preceded by an appropriate heading.

7 (1) Numbers in a document shall be in numerals and not in words.
(2) Information in a document shall, where practical, be set out in tabular form.

8 Abbreviations in documents shall,

(a) if formed by the truncation of a word, be followed by a period; and
(b) if formed by deletion of alphabetic characters from the middle of a word, not be followed by a period, but a corporate name may contain alphabetic characters that are not followed by a period.

9 (1) If an item of information required to be disclosed in a form does not apply, it shall be so indicated by the phrase “not applicable”, by the abbreviation “N/A” or by a brief explanatory statement.
(2) If information is set out in response to one item in a document, it may be referred to in response to any other item in that document by a cross reference.

SOR/78-46, s. 3.

10 (1) Where

(a) any provision required to be set out in a form furnished by the Director is too long to be set out in the space provided in the form, or
(b) an agreement or other document is to be incorporated by reference in and to be part of the form,

the person completing the form may, subject to subsection (2), incorporate the provision, agreement or other document in the form by setting out in the space provided in the form the following sentence: “The annexed Schedule 1 (or as the case may be) is incorporated in this form.” and by annexing the provision, agreement or other documents to the form as that schedule.

(2) A separate schedule is required in respect of each item that is incorporated in a form by reference pursuant to subsection (1).

PART II Corporate Names

Interpretation

11 For the purposes of subsection 29(2) of the Act, the proposed name of a corporation shall be considered objectionable when the name is prohibited or deceptively misdescriptive.

12 In this Part,

confusing
confusing, in relation to a corporate name, means a corporate name the use of which causes confusion with a trade mark or trade name in the manner described in section 13; (prête à confusion)
distinctive
distinctive, in relation to a trade name, means a trade name that actually distinguishes the business in association with which it is used by its owner from the business of others or that is adapted so as to distinguish them; (distinctif)
secondary meaning
secondary meaning, in relation to a trade name, means a trade name that has been used in Canada or elsewhere by any applicant or his predecessors so as to have become distinctive in Canada as at the date of filing an application for a corporate name; (sens dérivé)
trade mark
trade mark means a trade mark as defined by the Trade Marks Act; (marque de commerce)
trade name
trade name means the name under which any business is carried on, whether it is the name of a body corporate, a trust, a partnership, a proprietorship or an individual; (nom commercial)
use
use means actual use by a person that carries on business in Canada or elsewhere. (emploi)

Confusion of Names

13 A corporate name is confusing with

(a) a trade mark if the use of both the corporate name and the trade mark is likely to lead to the inference that the business carried on or intended to be carried on under the corporate name and the business connected with the trade mark are one business, whether or not the nature of the business of each is generally the same; or
(b) a trade name if the use of both names is likely to lead to the inference that the business carried on or intended to be carried on under the corporate name and the business carried on under the trade name are one business, whether or not the nature of the business of each is generally the same.

Consideration of Whole Name

14 Subject to section 19, when determining whether a trade name is distinctive, the name as a whole and not only its separate elements shall be considered.

Reservation of Name

15 A request to search  and reserve a corporate name may be in Form 5 of Schedule I or may be made by telephone.

Prohibited Names

16 For the purposes of section 11, a corporate name is prohibited where the name contains any of the following:

(a) “Air Canada”;
(b) “Trans Canada Airlines” or “Lignes aériennes Trans Canada”;
(c) “Canada Standard” or “CS”;
(d) “Cooperative”, “Coopérative”, “co-op” or “pool” when it connotes a cooperative venture;
(e) “Parliament Hill” or “Colline du Parlement”;
(f) “Royal Canadian Mounted Police”, “Gendarmerie Royale du Canada”, “RCMP” or “GRC”; or
(g) “United Nations”, “Nations Unies”, “UN” or “ONU”.

17 For the purposes of section 11, a corporate name is prohibited where the name connotes that the corporation

(a) carries on business under royal, vice-regal or governmental patronage, approval or authority, unless the appropriate government department or agency requests the name in writing;
(b) is sponsored or controlled by or is affiliated 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 affiliated with a university or an association of accountants, architects, engineers, lawyers, physicians, surgeons or any other 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; or
(d) carries on the business of a bank, loan company, insurance company, trust company, other financial intermediary or a stock exchange that is regulated by a law of Canada or a province unless the appropriate government department or agency consents in writing to the use of the name.

18 For the purposes of section 11, a corporate name is prohibited where the name contains a word or phrase that is obscene or connotes a business that is scandalous, obscene or immoral.

19 For the purposes of section 11, a name is prohibited where the name is not distinctive because

(a) it is too general,
(b) it is only descriptive in any language of the quality, function or other characteristic of the goods or services in which the corporation deals or intends to deal,
(c) it is primarily or only the name or surname used alone of an individual who is living or has died within 30 years preceding the date of the request for that name, or
(d) it is primarily or only a geographic name used alone,

unless the person requesting the name establishes that it has, through use, acquired and continues to have secondary meaning at the time of the request.

20 For the purposes of section 11, a corporate name is prohibited where the name is confusing having regard to all the circumstances, including

(a) the inherent distinctiveness of the whole or any element of any trade mark or trade name and the extent to which it has become known;
(b) the length of time the trade mark or trade name has been in use;
(c) the nature of the goods or services associated with a trade mark or the nature of the business carried on under or associated with a trade name, including the likelihood of any competition among businesses using such a trade mark or trade name;
(d) the nature of the trade with which a trade mark or trade name is associated, including the nature of the products or services and the means by which they are offered or distributed;
(e) the degree of resemblance between the proposed corporate name and any trade mark or trade name in appearance or sound or in the ideas suggested by them; and
(f) the territorial area in Canada in which the proposed corporate name or an existing trade name is likely to be used.

21 For the purposes of section 11, a corporate name is prohibited where an element of the name is the family name of an individual, whether or not preceded by his given name or initials, unless the individual or his heir or legal representative consents in writing to the use of his name and the individual has or had a material interest in the corporation.

22 For the purposes of section 11,

(a) a corporate name is prohibited where its use is likely to lead to the inference that the business carried on or intended to be carried on under it and the business of a body corporate that is dissolved are one business, whether or not the nature of their businesses is generally the same; and
(b) the name of a revived corporation is prohibited where it is confusing with a name acquired by another corporation between the date of dissolution and revival of the revived corporation.

Deceptively Misdescriptive Names

23 For the purposes of section 11, a corporate name is deceptively misdescriptive if it misdescribes in any language

(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 those goods or services; or
(c) the place of origin of those goods or services.

Certain Names Not Prohibited

24 A corporate name is not prohibited only because it contains alphabetic or numeric characters, initials, punctuation marks or any combination thereof.

25 A corporate name that is confusing with the name of a body corporate that has not carried on business in the two years immediately preceding the date of a request for that corporate name shall not for that reason alone be prohibited if the body corporate that has that name

(a) consents in writing to the use of the name; and
(b) undertakes in writing to dissolve forthwith or to change its name before the corporation proposing to use the name commences to use it.

26 A corporate name containing a word that is the same as or similar to the distinctive element of an existing trade mark or trade name shall not for that reason alone be prohibited if

(a) the person who has the trade mark or trade name consents in writing to the use of the corporate name; and
(b) the corporate name is not confusing.

27 (1) A corporate name that is confusing with the name of a body corporate shall not for that reason alone be prohibited if

(a) the request for that corporate name relates to a proposed corporation that is the successor to the business of the body corporate and the body corporate has ceased or will cease to carry on business;
(b) the body corporate undertakes in writing to dissolve forthwith or to change its name before the corporation proposing to use the name commences to carry on business; and
(c) subject to subsection (2), the corporate name sets out in numerals the year of incorporation in parentheses immediately before the word “limited”, “limitée” or the abbreviation thereof.

(2) A corporate name referred to in paragraph (1)(c) after two years of use may be changed to delete the reference to the year of incorporation if the corporate name so changed is not confusing.

SOR/78-46, s. 4.

28 (1) When two or more corporations amalgamate, the name of the amalgamated corporations shall not be prohibited if

(a) it is the same as one of the amalgamating corporations;
(b) it is a distinctive combination of the names of the amalgamating corporations and is not otherwise confusing or prohibited; or
(c) it is a distinctive new name that is not confusing.

(2) Where a corporation acquires all or substantially all the property of an affiliated body corporate, the use by the corporation of the name of the affiliated body corporate will not be prohibited if the body corporate undertakes in writing to dissolve forthwith or to change its name before the corporation adopts the name.

PART III [Repealed, SOR/2010-61, s. 3]

29 [Repealed, SOR/2010-61, s. 3]
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PART IV [Repealed, SOR/2010-61, s. 3]

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PART V [Repealed, SOR/2010-61, s. 3]

42 [Repealed, SOR/2010-61, s. 3]
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50 [Repealed, SOR/2010-61, s. 3]
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PART VI Prescribed Fee

56 (1) The fee payable in respect of an application for letters patent or supplementary letters patent, filing a document, issuing a certificate, making a return under the Act, or searching a file as permitted by the Act shall be the fee set out in Schedule II.

(2) No fee is payable

(a) on an application for supplementary letters patent issued under section 29 if the purpose of the change of name is to add an English or French version to a corporation’s name;
(b) on an application for the surrender of a charter under section 32.

(3) No fee is payable by a department or agency of the Government of Canada or the government of a province for a service described in items 3, 4, 5, 6, 8 and 10 of Schedule II.

SOR/78-46, s. 7.

SCHEDULE I(ss. 4, 4.1, 15, 29, 30, 31 and 33)

FORMS 1 AND 2
[Repealed, SOR/2010-61, s. 4]
FORM 3
GRAPHIC IS NOT DISPLAYED, SEE C.R.C., C. 424, PP. 3034 AND 3035
FORM 4
[Repealed, SOR/2010-61, s. 5]
FORM 5
GRAPHIC IS NOT DISPLAYED, SEE C.R.C., C. 424, PP. 3038 AND 3039

CANADA CORPORATIONS ACTForm 6

STATUTORY DECLARATION (Section 111.1)

CANADA

Province of

In re
(name of Company)
(List of shareholders under section 111.1 of the Canada Corporations Act.)

I,

(name)
(resident address)
(occupation)

having been duly sworn make oath and say that:
(If the applicant is a body corporate, indicate the office and authority of the deponent, the name and address for service of the body corporate and word the declaration accordingly.)

1 I hereby apply for a list of the shareholders of the above named company.
2 The list of shareholders and the information contained therein will not be used for any purpose prohibited by section 111.1 of the Canada Corporations Act.

3 The list of shareholders and the information contained therein will not be used except in connection with

(a) an effort to influence the voting of shareholders of the corporation;
(b) an offer to acquire shares of the company; or
(c) any other matter relating to the affairs of the company.

Declared, etc.

SOR/78-46, s. 8;
SOR/2010-61, ss. 4, 5.

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SCHEDULE II(s. 56)

1
(a) Each direct request to the Minister to search one proposed corporate name, including the reservation of the name
$15.00

(b) Each request for access to the database and automated name search system administered by the Minister, for the purpose of making a search of one proposed corporate name, made by a government agency or a private sector firm that offers name search services
2.00

(b.1) [Revoked, SOR/79-318, s. 3]

(c) Each request for a name search or an analysis of the trade name database that cannot be effected by a standard computer search
Cost plus 20%

2
An application to the Minister for

(a) letters patent issued under sections 137Footnote for *, 154 and 159
$200.00

(b) supplementary letters patent issued under sections 13, 20, 29, 60 and 135
50.00

(c) a certificate of increase in consideration for shares without par value
50.00

3
On the issuance by the Minister of any certificate

10.00

4
On filing a summary under section 133

30.00

5
For uncertified copies of or extract from documents supplied by the Minister under subsection 129(2), per document if in excess of nine (9) documents

1.00

6
Certified copies of or extract from documents supplied by the Minister under subsection 129(2)

10.00

7
On registering particulars of mortgages or charges under subsection 68(6)

10.00

8
On any search of the register under section 68

10.00

9
On registering an order for the appointment of a receiver or receiver and manager under section 69

10.00

10
On the inspection of documents under sections 100.1 and 108.4

10.00

Return to footnote  *Note: All references are references to numbers of provisions of the Act.

SOR/78-46, s. 9;
SOR/78-365, s. 1;
SOR/79-223, s. 1;
SOR/79-318, ss. 2, 3.