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Introduction
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Section 1
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Form of a Name
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Elements of a Corporate Name
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Distinctive Element
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Descriptive Element
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Legal Element
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Section 2
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Use of Personal Names
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Number Names
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English/French Form of Name
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Name in Any Language
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Obscene Names
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Internet Names
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Commonly Used Terms
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Section 3
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Amalgamations
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Revivals
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Identical Names
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Phonetic Similarity
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Section 4
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Consents Required
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Confusing Name
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Financial Institutions
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Professional Associations
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Government Affiliation
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Revoking a Name
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Section 5
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Provincial Counterparts
Introduction
The name approval of the Registry of Companies is intended to act as a
guideline in the name approval process. Although these policies attempt to
establish some guidelines, the registrar may refuse to accept articles of
incorporation or continuation of incorporation where it is determined that the
name does not meet the criterion.
The aim of this policy is to assist persons who may be choosing a name for a
company under any of the following Acts:
-
The Corporations Act
-
The Limited Partnerships Act
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The Co-operatives Act
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The Condominium Act
This policy should be used in conjunction with Sections 4- 13 inclusive of the
Corporations Regulations.
The Registry of Companies checks for name availability within the province of
Newfoundland and Labrador only. If you intend to carry on business in another
jurisdiction, you must contact the appropriate department in that jurisdiction
and request a name search. *See Page 9 for a list of Provincial Counterparts*
The database, on which name availability searches are made, is commonly called
CADO (Companies and Deeds Online). It is comprised of:
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Newfoundland and Labrador business corporations
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Newfoundland and Labrador non-profit corporations
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Newfoundland and Labrador Co-operatives
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Newfoundland and Labrador Limited Partnerships
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Newfoundland and Labrador Condominium Corporations
The name search includes all active and inactive names.
Section 1
Form of a Name
Names are acceptable in either capitals or lower case or any combination
thereof. Punctuation and special characters are acceptable inside the name but
a name MUST begin with letters or numbers. A name registered under the
Corporations Act can be no longer than 200 characters. A corporate name is not
prohibited only because it contains alphabetic or numeric characters, initials,
punctuation marks or a combination thereof.
- Examples
-
#1 Computer Sales Ltd. |
|
Unacceptable |
No. 1 Computer Sales Ltd. |
|
Acceptable |
Elements of a
Corporate Name
A corporate name is comprised of three elements:
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A DISTINCTIVE element
-
A DESCRIPTIVE element
-
A LEGAL element
Distinctive
Element
The Distinctive Element is the term which distinguishes one
name from another where the main type of business is the same
or similar:
- Example
- Capital Construction Ltd.
Descriptive Element
- Examples
-
Trinity Fish Farm Inc. |
|
The descriptive element describes the main type of business the corporation
proposes to carry on. |
Trinity Holdings Inc. |
|
Descriptive elements can also be very general. |
Legal Element
The legal element is a term that indicates the status of
the entity as a corporation. Section 17 of the Corporations
Act states: The word "Limited", "Limitee", "Incorporated",
"Incorporee", or "Corporation" or the abbreviation "Ltd.",
"Ltee", "Inc." or "Corp." shall be part of the name of every
corporation but a corporation may use and may be legally
designated by either the full or the abbreviated form.
Section
2
Use of Personal Names
Section 9 of the Regulation states that a name is
prohibited where an element of the name is the family name of
an individual, whether or not preceded by a given name or
initials, unless consent is given in writing or the individual
has a material interest in the corporation. A director with
the family name would be considered as having a material
interest.
Number
Names
Where requested to do so by the incorporators or a
corporation, the registrar shall assign to the corporation as
its name a designating number. The number will be generated by
the computer system.
The versions of the provincial name permitted by the
registrar are:
- Newfoundland and Labrador
- Newfoundland & Labrador
Any form of the legal element is permitted
English/French Form of
Name
A corporation may set out its name in its articles in an
English form, a French form OR an English form and a French
form or in a combined English and French form. The corporation
may use and may be legally designated by that form. When
reserving a name that is any of the above formats, the
requester must be careful when entering the corporate name. If
the name is approved, and articles of incorporation are
submitted on-line, the name will appear on the company profile
exactly as it was entered by the requester.
- Example
-
HERITAGE EDUCATION FUNDS, INC. FONDS
D'ÈDUCATION HERITAGE INC. |
— OR — |
HERITAGE EDUCATION FUNDS, INC./FONDS D'ÈDUCATION
HERITAGE INC. |
¹ This name will appear as a stacked name on
the Articles of Incorporation.
Name in Any Language
A corporation may set out its name in its articles in any
language form and it may use and may be legally designated by
that form.
Obscene Names
All names which contain a word or phrase that is obscene or
connotes that a business is scandalous, obscene or immoral are
prohibited.
Internet Names
Suffixes like ".ca" or ".com" will not be treated as
distinctive elements of a corporation name. The name will be
treated as if it did not have the suffix. If the name has some
distinctiveness without the suffix and it is not confusing
with an existing name on the CADO database, it will be
approved. If the name has no distinctiveness without the
suffix, it will be rejected. The suffix does not add
distinctiveness.
Commonly Used Terms
Terms such as "construction", "sales" and "services" have
been so over-used that the registrar will require another
descriptive element be added to the name.
Section
3
Amalgamations
Where 2 or more corporations amalgamate, the amalgamated
corporation may have
- the name of 1 of the amalgamating corporations;
- a distinctive combination, that is not confusing, of the
names of the amalgamating corporations; or
- a distinctive new name that is not confusing
Revivals
Where a corporation has been revived under the Corporations
Act, and, between the date of the dissolution and the date of
its revival another corporation has been granted a name that
is likely to be confused with the name of the revived
corporation, the registrar may require as a condition of
revival that the revived corporation does not carry on
business or, where it seeks to carry on business, that it
change its name immediately after it is revived.
Identical Names
A corporation may be incorporated with the name identical
to that of a previous Newfoundland and Labrador corporation,
if that previous corporation has been dissolved under Sections
341 or 342 of the Corporations Act for more than 5 years. If
less than 5 years, a letter of consent will be required.
Phonetic Similarity
A decision respecting similarity may be used strictly based
on phonetic similarity.
Examples
Proposed |
Existing |
Decision |
Bee & Dee Florists Ltd |
B&D Florists Ltd. |
Unacceptable |
Don's Restaurant Inc. |
Dawn's Restaurant Ltd. |
Unacceptable |
Extreme Sport Supplies Ltd |
Xtreme Sport Supplies Ltd. |
Unacceptable |
Section 4
Consents Required
Confusing Name
A corporate name that is confusing with the name of a body
corporate that has not carried on business in the 2 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
- consents in writing to the use of the name; and
- undertakes in writing to dissolve immediately or to
change its name before the corporation proposing to use the
name commences to use it.
A corporate name that is confusing with the name of a body
corporate shall not for that reason alone be prohibited if
- 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;
- the body corporate undertakes to dissolve immediately or
to change its name before the corporation proposing to use
the name commences to carry on business; and
- subject to subsection (2), the corporate name sets out
in numerals the year of incorporation in parentheses
immediately before the word "limited", "limitee",
"incorporated", "incorporee", "corporation" or the
abbreviation "Ltd", "Ltee", "Inc" or "Corp".
(2) A corporate name referred to in paragraph (1) (c) after
2 years of use may be changed to delete the reference to the
year of incorporation if the corporate name so changed is not
confusing.
(3) Where a corporation acquires all or substantially all
of an affiliated body corporate, the use by the corporation of
the name of the affiliated body corporate shall not be
prohibited if the body corporate undertakes in writing to
dissolve immediately or to change its name before the
corporation adopts the name.
Financial Institutions
A corporate name is prohibited if it
connotes the corporation carries on the business of a bank,
loan company, insurance company, other financial intermediary,
etc. Approval of use of that name must come from the
regulating body such as the Superintendent of Financial
Institutions which is a federal regulator. The Director of
Pensions and Insurance should be contacted when an insurance
company is requesting incorporation.
Professional Associations
A corporate name shall not suggest or imply a connection
with a university or a professional association recognized by
the laws of Canada or of a province, unless the university or
professional association concerned consents in writing to the
use of the proposed name.
Government Affiliation
A corporate name is prohibited where
the name connotes that the corporation 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
government, or a federal or provincial Crown corporation, or
the United Nations, unless the appropriate government,
political subdivision, agency or Crown corporation consents in
writing to the use of the name.
Revoking a Name
Where a corporation has been directed under section 22 or
23 of the Corporations Act to change its name and has not
within 60 days from the service of the directive to that
effect changed its name to a name that complies with this Act,
the registrar may revoke the name of the corporation and
assign to it a name, and, until changed in accordance with
section 279, the name of the corporation is afterward the name
so assigned.
Section
5
Provincial Counterparts
Counterpart |
Telephone
/ Facsimile |
Department of Justice
Corporate and Trust Affairs
Box 6000
Fredericton, New Brunswick
E3B 5H1
|
(506) 453-2703
/ 506 453-4633 |
Department of Justice
Registry of Joint Stock Companies
Box 1529
Halifax, Nova Scotia
B3J 2Y4
|
(902) 424-7770
/ (902) 424-4633 |
Department Of Provincial Affairs and Attorney General
Director of Corporations
Box 2000
Charlottetown, P.E.I.
C1A 7N8
|
(902) 368-4550
/ 902 368-5283 |
Department of Corporate Affairs
Registrar of Corporations
P.O. Box 2703
Whitehorse, N.W.T.
Y1A 2C6
|
(403) 667-5442
/ 403 667-6051 |
Government of the Northwest Territories
Corporate Registries
Court House, 3rd Floor
Yellowknife, N.W.T.
X1A 2L9
|
(403) 873-7492
/ 403 873-0243 |
Inspecteur General Des Institutions Financieres
Direction des Enterprises
800 Placed'Youville, 6 ieme etage
Quebec City, Quebec
G1R 4Y5
|
(418) 643-3625
/ 418 646-9660 |
Ministry of Consumer and Commercial Relations
Companies Branch
393 University Avenue, 2nd. Floor
Toronto, Ontario
M5G 2M2
|
(416) 314-8880
/ (416) 314-4852 |
Consumer and Corporate Affairs
Corporations Branch
1010 Woodsworth Building
405 Broadway Avenue
Winnipeg, Manitoba
R3C 3L6
|
(204) 945-2500
/ 204 945-1459 |
Consumer and Corporate Affairs
Corporate Registry
10365-97 Street, 8th Floor
Edmonton, Alberta
T5J 3W7
|
(403) 286-6824
/ 403 288-9677 |
Ministry of Finance and Corporate Relations
Registrar of Corporate and Personal Property Registries
940 Blanshard Street, 2nd. Floor
Victoria, British Columbia
V8W 3E6
|
(604) 387-7848
/ 604 356-9422 |
Industry Canada
Corporate Directorate
9th Floor, Journal Tower South
365 Laurier Avenue West
Ottawa, Ontario
K1A 0C8
|
(613) 941-9042
/ 613 941-0601 |
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