2.1 Name not to be Deceptively Similar
2.2 Name to be Distinctive
2.3 Types of Distinctiveness
2.4 Elements of a Corporate Name
2.5 Name not to be too General
2.6 Name not to Suggest Connection with the Crown
2.7 Name not to Suggest Connection with Government
2.8 Use of the Name of Another Province
2.9 Languages Permitted in the Corporate Name
2.10 Prohibited Words / Expressions
2.11 Choosing the Corporate Name
2.12 Checklist
2.13 The Corporate Name Search Report
2.14 Warning - Use of the Proposed Name
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2.1 Name not to be Deceptively Similar

The Act (section 13(1)(a)) 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.  The existing entity may also be required to dissolve or change its name.  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.  No identical names are permitted, regardless of whether consent is given or the existing entity changes its name or dissolves.

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2.2 Name to be Distinctive

Basically, to comply with the provisions of the Act, new corporate names must be “distinctive” - and this distinctiveness must survive certain media distortion as the corporation identifies itself to the various sectors of the public with which it interacts - including other corporations, its members, creditors, the general public and government agencies.  In other words, a new 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.

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2.3 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, for example:

• Sundance Social Club
• Kenora Hockey Association
• Guelph Dance Club
• Northern Lights Skating Club

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2.4 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 or 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 deceiving 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 a legal element is optional.

Note: A corporation without share capital cannot have “Limited”, “Limitée” or the corresponding abbreviations as part of the name.

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2.5 Name not to be too General

Regulation 181(section 5) provides that a corporate name shall not 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 (see Item 2.4 Elements of a Corporate Name).

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.
• 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

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2.6 Name not to Suggest Connection with the Crown

The Act (clause 13(1)(b)) 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 Governor General (see Contacts – Appendix “G”), on advice from the federal Department of Canadian Heritage, has to be obtained by the applicant where the word “Royal” is used as a prefix in a corporate name and where it 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 Governor General:

• 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 Governor General, is not required:

• Royal Wave Surfing Association
• Royal Mountain Ski Club

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2.7 Name not to Suggest Connection with Government

The Act (section 13(1)(b)) provides that a corporation shall not be given a name that suggests or implies connection with any government or a government department, agency or activity 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”.  Federal Government departments are using names such as “Canada Revenue Agency”, “Industry Canada” and care should be taken with proposed corporate names using this style.

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

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2.8 Use of the Name of Another Province

Certain other provinces restrict the use of the name of their province in a corporate name.  Accordingly, where it is desired to use the name of another province in a proposed corporate name, the incorporators should first contact the Director, Corporations Branch or Registrar of Companies, as the case may be, of the province in question to ensure the name will be acceptable. A name is not permitted that suggests or implies a connection with the Crown or government or any department, branch, bureau, service, agency or activity of any government without the consent in writing of the appropriate authority.

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2.9 Languages Permitted in the Corporate Name

In Ontario the name for a not-for-profit corporation may be in any language, provided that only letters from the Roman alphabet or Arabic numerals or a combination thereof, together with such punctuation marks and other marks as are permitted by Regulation (O.Reg. 181 - section 8) are used, and the name complies with the requirements set out in the Corporations Act and its Regulations. The English language is an example of a language which uses letters from the Roman alphabet.

Despite the above, the Corporations Act (section 22) provides that a not-for-profit corporation may have a special provision in its Letters Patent or Supplementary Letters Patent allowing for the use of the approved corporate name in any form and any language.  In other words, an exact translation of the corporate name into another language may be used.  This is permitted, provided that such form and such language are clearly set out in the special provision.

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2.10 Prohibited Words / Expressions

The Regulation (O. Reg. 181) prohibits the use of some words and expressions and restricts the use of others.  Here is a summary of such prohibitions and restrictions:

Subsection 3 (1)

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

• “Amalgamated”, unless the corporation is an amalgamated corporation resulting from the amalgamation of two or more corporations.
• “College”’ “institute” or “university” except with a consent in writing on behalf of the Ministry of Training, Colleges and Universities (see Contacts – Appendix “G”)
• “Engineer” or “engineering” or any variation thereof, except with the consent in writing of the Association of Professional Engineers of Ontario (see Contacts – Appendix “G”). 
• “Royal” where used as an adjective, unless the consent of the Crown has been obtained through the Governor General (see part 2.6 for details).
• 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.
• Any word or expression that would lead to an inference that the corporation is a business corporation.

Subsection 6(1)

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 or 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.  Certain limited exceptions are set out in subsections 6(2) and (3).

Section 7

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.

Section 9

A corporate name shall not exceed 120 characters in length, including punctuation marks and spaces.

The Corporations Act and its Regulations are available on the ServiceOntario e-laws Web Site at www.e-laws.gov.on.ca and should be available in the reference department of your local public library or they may be purchased through the ServiceOntario Publications website at www.publications.serviceontario.ca/ecom.

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2.11 Choosing the Corporate Name

When choosing the corporate name, consider the many and varied situations in which the corporate name will be used.  For example, the name may be used visually (on 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.

Usually, a coined word or a dictionary word used in a fanciful sense quite different from its ordinary meaning can make a corporate name that is both distinctive and memorable.  For example, “Canvelo Cycle Club” (for a cycling club) and “Magic Eleven Soccer Club” are likely to be memorable names that are easy to use visually and auditorially.  As a rule of thumb, avoid using long, cumbersome names such as “Chirpsqueak Society of Friends of Non-Migratory Song Birds of South-Western Ontario”.

Using your imagination in coining the distinctive element and carefully searching the proposed corporate name will, in the long run, save you time and money.  Accordingly, when your group decides to incorporate, the following steps are recommended for choosing a corporate name:

1. Get your group together for a “brainstorming” session to come up with a word or words that would make the proposed name unique.  A coined word usually is very effective.  Try to have a least three choices.
2. Check section 13 of the Corporations Act and its Regulations to ensure that the proposed name does not conflict with the Act or the Regulations.  The Regulations prohibit the use of certain words and restrict the use of others. The Act and the Regulations are available on the ServiceOntario e-laws Web site at www.e-laws.gov.on.ca and should be available in the reference department of your local public library or they may be purchased through the ServiceOntario Publications website at www.publications.serviceontario.ca/ecom .
3. After the initial choice has been made, check the proposed name against the names listed in the telephone directories, municipal directories, hobby or sports magazines, etc.  Many of these publications should be available in your local public library or on the Internet.  If your proposed name is confusingly similar to the name of an existing organization or corporation then abandon it and go to your second choice, third choice and so on, and if necessary, back to some more “brainstorming”.
4. If the proposed corporate name will require consent from an individual or an existing organization, the applicants should obtain written consent before ordering a name search.  For example, where the proposed corporation is to be affiliated with an existing corporation with a similar name the applicants should contact the existing corporation to ensure the organization will provide written consent.  See part 2.10 for examples of when consent is required.

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2.12 Checklist

You may save time and expense by checking the proposed name against this check-list.  Remember, Search Houses charge a fee for each search of a proposed name.  Accordingly, before requesting the required original Ontario-biased NUANS name search report, use this check-list to satisfy yourself that the name you have chosen does not conflict with the Act and Regulations.

Is the proposed name:

• PROHIBITED BY THE ACT OR REGULATIONS?
  Section 13 of the Act and sections 3, 4, 5, 6, 7, 8 and/or 9 of Regulation 181.
• Distinctive?
  1. Too general?
     Section 5 of the Regulations items 2.4, 2.5 of this Handbook
  2. Only descriptive?
     Item 2.4 of this Handbook
  3. Primarily only name or surname?
     Sections 5 and 6 of the Regulations
  4. Primarily or only geographic name?
     Section 5 of the Regulations
• MISLEADING?
  Section 7 of the Regulations
• DECEPTIVE / CONFUSING?
  Section 13 of the Act

Check local telephone directories and the Internet for identical or deceptively similar names. Consider degree of similarity of:

• appearance
• sound
• meaning

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2.13 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 original Ontario-biased NUANS name search report for the proposed name of the corporation (see Appendix “G”, Search Houses).

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2.14 Warning - Use of the Proposed Name

Do not complete the application for incorporation until you receive the name search report.   The completed application must be submitted with the original Ontario-biased name search report.  The name search report cannot be dated more than 90 days prior to the submission of the application.  For example, applications submitted on November 28th could be accompanied by an original Ontario-biased name search report dated as early as August 30th, but not dated earlier.  Do not print any stationery, or order a corporate seal or enter into any transactions using the corporate name until the Letters Patent incorporating the corporation are issued.

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