CADO - Companies and Deeds Online
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   Companies and Deeds Online - CADO

 
 Name Approval Policy
 

Contents

  
 
  1. Introduction
  2. Section 1
    1. Form of a Name
    2. Elements of a Corporate Name
      1. Distinctive Element
      2. Descriptive Element
      3. Legal Element
  3. Section 2
    1. Use of Personal Names
    2. Number Names
    3. English/French Form of Name
    4. Name in Any Language
    5. Obscene Names
    6. Internet Names
    7. Commonly Used Terms
  4. Section 3
    1. Amalgamations
    2. Revivals
    3. Identical Names
    4. Phonetic Similarity
  5. Section 4
    1. Consents Required
      1. Confusing Name
      2. Financial Institutions
      3. Professional Associations
      4. Government Affiliation
      5. Revoking a Name
  6. Section 5
    1. 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
  • The Co-operatives Act
  • 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:

  1. Newfoundland and Labrador business corporations
  2. Newfoundland and Labrador non-profit corporations
  3. Newfoundland and Labrador Co-operatives
  4. Newfoundland and Labrador Limited Partnerships
  5. 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:

  1. A DISTINCTIVE element
  2. A DESCRIPTIVE element
  3. 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

  1. the name of 1 of the amalgamating corporations;
  2. a distinctive combination, that is not confusing, of the names of the amalgamating corporations; or
  3. 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

  1. consents in writing to the use of the name; and
  2. 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

  1. 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;
  2. 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
  3. 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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