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Not-for-Profit Corporations Act, 2010

ONTARIO REGULATION 394/21

NAMES AND FILINGS

Consolidation Period:  From June 3, 2021 to the e-Laws currency date.

Note: THIS REGULATION IS NOT YET IN FORCE. It comes into force on the later of the day subsection 4 (1) of the Not-for-Profit Corporations Act, 2010 comes into force and the day subsection 53 (1) of Schedule 8 to the Cutting Unnecessary Red Tape Act, 2017 comes into force.

Last amendment: 394/21.

Legislative History: 394/21.

This is the English version of a bilingual regulation.

CONTENTS

PART I
NAMES

1.

Definition

2.

Prohibited and restricted words and expressions

3.

Unauthorized use of “Limited”

4.

Use of “Incorporated”, etc.

5.

Full name or family name

6.

Veterans

7.

Deceptive name

8.

Trademark or name

9.

Identical name

10.

Identical name — addition or deletion of symbols, etc.

11.

Identical name after amalgamation

12.

Similar name to another body corporate

13.

Similar name to trust, association, etc.

14.

Name already proposed

15.

Too general, etc.

16.

Number name

17.

First character

18.

Punctuation and other marks

19.

Length

20.

Direct translation

21.

English and French forms

22.

Legibility

23.

Current corporate name

PART II
DOCUMENTS AND INFORMATION — CONTENT, FILING, RETENTION AND FORMAT

Articles — Content

24.

Articles changing purposes of charitable corporation

Supporting Documents

25.

Articles re name of corporation

26.

Articles or application, charitable property

27.

Articles changing purposes of charitable corporation

28.

Articles of amalgamation

29.

Articles of continuance

30.

Application for authorization

31.

Articles of reorganization

32.

Articles of arrangement

33.

Articles of revival

34.

Articles of incorporation, horse racing

35.

Consent required by another Act or regulation

Supporting Documents and Information — Filing and Retention

36.

Documents to be filed

37.

Documents to be retained; file or give on notice

38.

Information to be filed

Format

39.

Paper or electronic format

40.

Format of supporting documents and information

PART III
MISCELLANEOUS

41.

Seal

42.

Public servants who may sign

43.

Notice of dissolution, non-filing

44.

Electronic version prevails

 

Part I
Names

Definition

1. In this Part,

“number name” means the name of a corporation that consists only of its corporation number followed by the words “Ontario Non-Profit” and one of the words or abbreviations provided for in section 4.

Prohibited and restricted words and expressions

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

1. “Amalgamated”, “fusionné” or any other related word or expression, unless the corporation is an amalgamated corporation resulting from the amalgamation of two or more corporations.

2. “College”, “collège”, “institute”, “institut”, “university” or “université”, if the word would lead to the inference that the corporation is a university, college of applied arts and technology or other post-secondary educational institution, except with the written consent of the Minister of Colleges and Universities or such other member of the Executive Council as may be assigned the administration of the Ministry of Training, Colleges and Universities Act under the Executive Council Act.

3. “Engineer”, “ingénieur”, “engineering”, “génie” or “ingénierie” or any variation of those words, if the word suggests the practice of the profession, except with the written consent of the Association of Professional Engineers of Ontario.

4. “Condominium”, “condominial” or any abbreviation or derivation of those words, if the word would lead to the inference that the corporation is a condominium corporation created or continued under the Condominium Act, 1998.

5. “Co-operative”, “coopérative” or any abbreviation or derivation of those words.

6. Digits or words that would lead to the inference that the name is a number name.

7. “Foundation” or “fondation”, if the word suggests that the corporation is a charity, except with the written consent of the Public Guardian and Trustee.

8. “Charity”, “organisme de bienfaisance”, “charitable”, “caritative” or any variation of those words, except with the written consent of the Public Guardian and Trustee.

9. “United Nations”, “Nations Unies” or any abbreviation or derivation of those words, if the word suggests a relationship with the United Nations.

10. “Royal”, where used as an adjective, except with the written consent of the Crown, obtained through the Government of Canada.

11. Numerals indicating the year of incorporation, unless section 12 applies or it is the year of amalgamation of the corporation.

12. Any word or expression that suggests that a corporation is connected with the Crown, any member of the Royal Family, the Government of Canada, a municipality, any province or territory of Canada or any department, Ministry, branch, bureau, service, board, agency, commission or activity of any such government or municipality, except with the written consent of the appropriate authority.

13. Any word or expression that suggests that a corporation is sponsored or controlled by or is associated or 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 or territory of Canada, except with the written consent of the university or professional association.

14. Any word or expression that would lead to the inference that the corporation is not a not-for-profit corporation to which the Act applies.

15. Any word or expression that suggests that a corporation is connected with a political party or leader of a political party.

16. Any word or expression in any language that is obscene or connotes an activity that is scandalous, obscene or immoral or that is otherwise objectionable on any public grounds.

17. Any word or expression that describes in a misleading manner the activities or services in association with which the corporate name is proposed to be used.

18. Any word, expression or abbreviation, the use of which is prohibited or restricted under an Act or regulation of Canada or a province or territory of Canada, unless the restriction is satisfied.

Unauthorized use of “Limited”

3. The word “Limited” or “Limitée” or the corresponding abbreviations “Ltd.” or “Ltée” shall not be used as the legal element in the name of a corporation.

Use of “Incorporated”, etc.

4. The word “Incorporated”, “Incorporée” or “Corporation” or the corresponding abbreviations “Inc.” or “Corp.” may be part, in addition to any use in a figurative or descriptive sense, of the name of a corporation, and a corporation may be legally designated by either the full or the abbreviated form.

Full name or family name

5. (1) A corporate name shall not contain a word or expression, an element of which is the full name of an individual or the family name of an individual, whether or not preceded by his or her given name or initials, unless the individual or his or her heir, executor, administrator, assign or guardian consents in writing to the use of the name and the individual has, had or will have a personal or other material connection to the corporation.

(2) Subsection (1) does not apply where the corporation that will use the proposed name is the successor or affiliate of another corporation that has, as an element of its name, the full name or family name if,

(a) the other corporation consents in writing to the use of the name;

(b) where the proposed name would contravene clause 11 (1) (b) of the Act, the other corporation undertakes in writing to dissolve forthwith or to change its name to a different name that complies with clause 11 (1) (b) of the Act before the corporation proposing to use the name starts to use it; and

(c) the proposed name does not contravene section 9.

(3) Subsection (1) does not apply where,

(a) the required consent cannot be obtained; and

(b) the full name or family name is of historic or patriotic significance and has a connection with the purposes of the corporation.

Veterans

6. (1) If the name of a corporation includes the word “veteran”, “ancien combattant” or any abbreviation or derivation of those words, the articles of the corporation shall provide that at all times at least 95 per cent of the members of the corporation shall be composed of war veterans or their spouses or children, unless the name has been in continuous use for at least 20 years before the date of filing the articles.

(2) In subsection (1),

“spouse” means,

(a) a spouse as defined in section 1 of the Family Law Act, or

(b) either of two persons who live together in a conjugal relationship outside marriage; (“conjoint”)

“war veteran” means a person who served in the armed forces of any country while that country was in a state of war. (“ancien combattant”)

Deceptive name

7. (1) “Name” when used in the expression “if the use of that name would be likely to deceive” in clause 11 (1) (b) of the Act includes,

(a) a name that would lead to the inference that the activities carried on or intended to be carried on by the corporation under the name or proposed name and the activities carried on by any other person are one activity, whether or not the nature of the activity of each is generally the same;

(b) a name that would lead to the inference that the corporation bearing the name or proposed name is or would be associated or affiliated with a person if the corporation and the person are not or will not be associated or affiliated; or

(c) a name whose similarity to the name of a person would lead someone who has an interest in dealing with that person to deal with the corporation bearing the name in the mistaken belief that they are dealing with the person.

(2) In this section,

“person” means a person, whether in existence or not; (“personne”)

“use” means actual use by a person that carries on activities in Canada or elsewhere. (“emploi”)

Trademark or name

8. (1) For the purposes of section 12 of the Act, the matters the Director may consider when determining whether a name is contrary to section 11 of the Act include,

(a) the distinctiveness of the whole or any element of any name or trademark and the extent to which the name or trademark has become known;

(b) the length of time the trademark or name has been in use;

(c) the nature of the activities, goods or services associated with the trademark or the nature of the activities or business carried on under or associated with a name, including the likelihood of any competition among persons using the trademark or name;

(d) the nature of the trade with which a trademark or name is associated, including the nature of the goods or services and the means by which they are offered or distributed;

(e) the degree of similarity between the corporate name and any trademark or name in appearance or sound or in the ideas suggested by them; and

(f) the geographic area in Ontario in which the corporate name is likely to be used.

(2) A corporate name containing a word that is the same as or similar to the distinctive element of a trademark or name of another body corporate shall not for that reason alone be prohibited if,

(a) the body corporate consents to the use of the name; and

(b) the corporate name contains additional words or expressions to differentiate it from the body corporate and other users of the trademark or name.

(3) In this section,

“trademark” means a trademark as defined in the Trademarks Act (Canada).

Identical name

9. Except as provided in section 11, no corporation may acquire a name identical to the name or former name of another body corporate, whether in existence or not, unless,

(a) the body corporate was incorporated under the laws of a jurisdiction outside Ontario and has never carried on any activities or identified itself in Ontario; or

(b) at least 10 years have elapsed since the body corporate was dissolved or changed its name.

Identical name — addition or deletion of symbols, etc.

10. For the purpose of acquisition of a name, the addition or deletion of punctuation marks or other symbols does not make a name different, but a name is not identical for the purposes of section 9 if words, numerals or initials are added, deleted or substituted or the legal element of the name is varied by substituting one of the other legal elements permitted under section 4 or their corresponding abbreviations.

Identical name after amalgamation

11. (1) The name of a corporation formed by the amalgamation of two or more corporations may be identical to the name of one of its amalgamating corporations, if the name is not a number name.

(2) After the endorsement of articles of amalgamation, the corporation may amend its articles to change its name to a name identical to the name of one of the amalgamating corporations only if the name is not a number name and another corporation has not acquired the name in accordance with the Act and this Regulation.

Similar name to another body corporate

12. (1) A corporation may have a name similar to that of another body corporate where the corporation is affiliated with that body corporate.

(2) A corporation may have a name similar to that of another body corporate where the corporation is not or will not be affiliated with the body corporate if,

(a) either of the following conditions is satisfied:

(i) the corporate name relates to a corporation that is the successor to the activities of the body corporate and the body corporate has ceased or will cease to carry on its activities under that name, or

(ii) the body corporate undertakes in writing to dissolve forthwith or to change its name before the corporation proposing to use the name starts to use it; and

(b) at least one of the following conditions is satisfied:

(i) the corporate name sets out in numerals the year of acquisition of the name in parentheses,

(ii) words, numerals or initials are added to, deleted from or substituted in the corporate name, or

(iii) the corporate name is varied by substituting one of the legal elements permitted by section 4 or their corresponding abbreviations.

Similar name to trust, association, etc.

13. A corporation may have a name similar to that of a known trust, association, partnership or sole proprietorship, or a known name under which any of them carries on business or identifies itself if,

(a) the corporate name relates to a proposed corporation that is the successor to the activities carried on under the name and the user of the name has ceased or will cease to carry on its activities under the name; or

(b) the known trust, association, partnership or sole proprietor undertakes in writing to dissolve forthwith or to change its name before the corporation proposing to use the name starts to use it.

Name already proposed

14. No name that is identified in a Nuans report referred to in clause 25 (1) (a) as proposed shall be used as a corporate name by a person other than the one who first proposed the name unless a written consent has been obtained from that person.

Too general, etc.

15. Unless a proposed corporate name has been in continuous use for at least 20 years before the date of filing the articles or the proposed corporate name has through use acquired a meaning that renders the name distinctive, a corporate name shall not be,

(a) too general;

(b) primarily or only a given name or surname of an individual who is living or has died within 30 years before the date of filing the articles; or

(c) primarily or only a geographic name used alone.

Number name

16. The name of a corporation shall not be a number name unless,

(a) the name is in a certificate of amendment issued by the Director in accordance with section 12 of the Act; or

(b) the name is in a certificate of revival issued under subsection 170 (5) of the Act if the Director has required the name to be changed under subsection 33 (3) of this Regulation.

First character

17. The first character of a corporate name shall be,

(a) a letter of the Roman alphabet;

(b) an Arabic numeral; or

(c) one of the following marks permitted under subsection 18 (1):

! # @

Punctuation and other marks

18. (1) For the purposes of subsection 11 (4) of the Act, the following punctuation marks and other marks are the only ones permitted as part of the name of a corporation:

! “ ” « » # $ % & ’ ( ) * + , – . / \ : ; < = > ? [ ] ' ˄ ≤ ≥ @ ¸ ´ ` ^ ¨

(2) A corporate name shall not be primarily or only a combination of marks permitted under subsection (1).

(3) The following marks permitted under subsection (1) may be used only as part of a French character, and not separately:

¸ ´ ` ^ ¨

Length

19. The name of a corporation shall not exceed 120 characters in length, including punctuation marks and spaces.

Direct translation

20. A name set out in the articles pursuant to subsection 11 (6) of the Act shall be a direct translation of the corporate name, but changes may be made to ensure that the name is idiomatically correct.

English and French forms

21. If articles set out an English form and a French form for a name of a corporation, the “/” mark shall separate the two forms of the name.

Legibility

22. Despite subsection 11 (6) of the Act, a corporation shall set out its name in legible characters in all contracts, invoices, negotiable instruments and orders for goods or services issued or made by or on behalf of the corporation and in all documents sent to the Director under the Act or this Regulation.

Current corporate name

23. (1) After incorporation, the current corporate name set out in the articles or other documents filed with the Director under the Act or this Regulation shall be identical to,

(a) the name set out in the certificate of incorporation if the name has not been changed; or

(b) the name set out in the most recent certificate changing the name.

(2) For the purposes of subsection (1), a name is not identical if there is any variation in spacing or punctuation marks or other marks.

Part II
DOCUMENTS AND INFORMATION — content, filing, RETENTION And FORMAt

Articles — Content

Articles changing purposes of charitable corporation

24. (1) Subject to subsection (2), where articles are filed changing the purposes of a charitable corporation, the articles shall contain a statement that all funds and other property held by the corporation immediately before the articles become effective or that are received subsequently by the corporation pursuant to any will, deed or other instrument made before the articles become effective, together with any income or other accretions to the funds or other property, will be applied only to the purposes of the corporation as they were immediately before the articles become effective.

(2) Subsection (1) does not apply if the corporation has obtained the consent of the Public Guardian and Trustee referred to in section 27.

Supporting Documents

Articles re name of corporation

25. ( 1) Articles containing a proposed name for a corporation or change of corporate name filed with the Director shall be supported by,

(a) an Ontario biased or weighted search report for the proposed name from the Nuans system owned by Innovation, Science and Economic Development Canada, dated not more than 90 days before the submission of the articles; and

(b) any consent related to a name required by the Act or this Regulation.

(2) If a proposed name is in an English form and a French form, separate Nuans reports referred to in clause (1) (a) are required for the English form and the French form of the name.

Articles or application, charitable property

26. Articles or applications filed with the Director shall be supported by the written consent of the Charitable Property Program of the Office of the Public Guardian and Trustee, if both of the following apply:

1. The Public Guardian and Trustee is conducting or has conducted an inquiry into whether,

i. the corporation or an officer, director or incorporator of the corporation has misapplied charitable property, or

ii. an officer, director or incorporator of the corporation has breached their fiduciary duties in relation to charitable property.

2. The Public Guardian and Trustee has notified the Director that the consent must be obtained.

Articles changing purposes of charitable corporation

27. Articles changing the purposes of a charitable corporation filed with the Director shall be supported by the written consent of the Public Guardian and Trustee, if the articles do not contain the statement referred to in subsection 24 (1).

Articles of amalgamation

28. Articles of amalgamation under subsection 112 (1) of the Act shall be supported by a copy of the signed amalgamation agreement adopted by the members of each amalgamating corporation pursuant to subsection 111 (5) of the Act.

Articles of continuance

29. (1) Articles of continuance under subsection 114 (4) of the Act shall be supported by,

(a) a copy of the incorporating document of the body corporate, together with all amendments to the document, certified by the officer of the incorporating jurisdiction who is authorized to so certify;

(b) except as provided in subsection (2), a letter of satisfaction, certificate of continuance or other document issued by the proper officer of the incorporating jurisdiction that indicates that the body corporate is authorized under the laws of the jurisdiction in which it was incorporated or continued to apply for articles of continuance; and

(c) except in the case of a body corporate incorporated or continued under the laws of another Canadian jurisdiction, a legal opinion of a lawyer qualified to practise in the jurisdiction to which the body corporate is subject to the effect that the laws of that jurisdiction authorize the body corporate to apply for articles of continuance.

(2) Articles of continuance referred to in subsection (1) do not have to be supported by any of the documents mentioned in clause (1) (b) if,

(a) there is no authority under the laws of the incorporating jurisdiction to issue any of the documents; and

(b) the articles of continuance are supported by a legal opinion of a lawyer qualified to practise in that jurisdiction indicating that there is no such authority.

(3) Articles of continuance under subsection 115 (8) of the Act shall be supported by,

(a) a copy of the incorporating document of the body corporate, together with all amendments to the document, which, in the case of a document other than an Act, have been certified by the officer who is authorized to so certify; and

(b) either,

(i) a certified copy of the special resolution required under subsection 115 (2) of the Act, or

(ii) if applicable, a certified copy of the court order described in subsection 2.1 (7) of the Corporations Act, a notarial copy of the certified copy, or any other type of copy of the order permitted by the Director.

Note: On the day subsection 4 (2) of Schedule 7 to the Cutting Unnecessary Red Tape Act, 2017 comes into force, clause 29 (3) (b) of this Regulation is revoked and the following substituted: (See: O. Reg. 394/21, s. 45)

(b) a certified copy of the special resolution required under subsection 115 (2) of the Act.

Application for authorization

30. Except in the case of continuance under the laws of another Canadian jurisdiction, an application for authorization to be continued in another jurisdiction under subsection 116 (4) of the Act shall be supported by a legal opinion of a lawyer qualified to practise in the other jurisdiction to the effect that the laws of that jurisdiction meet the requirements set out in subsection 116 (10) of the Act.

Articles of reorganization

31. Articles of reorganization under subsection 119 (4) of the Act shall be supported by a certified copy of the court order referred to in subsection 119 (1) of the Act, under the Bankruptcy and Insolvency Act (Canada) or under the Companies’ Creditors Arrangement Act (Canada), as applicable, a notarial copy of the certified copy, or any other type of copy of the order permitted by the Director.

Articles of arrangement

32. Articles of arrangement under subsection 120 (6) of the Act shall be supported by a copy of the plan of arrangement and a certified copy of the court order referred to in clause 120 (5) (d) of the Act, a notarial copy of the certified copy, or any other type of copy of the order permitted by the Director.

Articles of revival

33. (1) Articles of revival under section 170 of the Act shall be supported by a written consent to the revival of the corporation issued by,

(a) the Minister responsible for the administration of the Forfeited Corporate Property Act, 2015, if that Minister has notified the Director that if articles of revival for the corporation are submitted, the consent of that Minister to the revival must be obtained before the Director endorses the articles with a certificate of revival;

(b) the Minister responsible for the administration of the Environmental Protection Act, if that Minister has notified the Director that if articles of revival for the corporation are submitted, the consent of that Minister to the revival must be obtained before the Director endorses the articles with a certificate of revival;

(c) the Minister responsible for the administration of the Mining Act, except Part IV of that Act, if that Minister has notified the Director that if articles of revival for the corporation are submitted, the consent of that Minister to the revival must be obtained before the Director endorses the articles with a certificate of revival; and

(d) the Public Guardian and Trustee, if he or she has notified the Director that if articles of revival for the corporation are submitted, the consent of the Public Guardian and Trustee to the revival must be obtained before the Director endorses the articles with a certificate of revival.

(2) Section 25 of this Regulation applies to an application for revival under section 170 of the Act if at least 10 years have elapsed since the corporation was dissolved.

(3) The Director may require the name of a corporation to be changed to a number name if the name set out in the articles of revival is not permitted under the Act or this Regulation.

Articles of incorporation, horse racing

34. If the proposed purposes of a corporation include horse racing, the articles of incorporation or articles of amendment shall be supported by the written consent of the Alcohol and Gaming Commission of Ontario.

Consent required by another Act or regulation

35. Articles filed with the Director shall be supported by any approval or consent, in writing, that may be required by another Act or a regulation made under that Act.

Supporting Documents and Information — Filing and Retention

Documents to be filed

36. The documents referred to in the following sections that are required to support articles and applications shall be filed together with the articles or application:

1. Section 28 (re amalgamation).

2. Section 29 (re continuance).

3. Section 30 (re authorization).

4. Section 31 (re reorganization).

5. Section 32 (re arrangement).

Documents to be retained; file or give on notice

37. (1) Subject to subsection (2), the documents referred to in the following provisions that are required to support articles and applications shall be retained by the corporation at its registered office instead of filed together with the articles or application:

1. Section 25 (re name).

2. Section 26 (re charitable property).

3. Section 27 (re changing purposes of charitable corporation).

4. Subsection 33 (1) (re revival).

5. Section 34 (re horse racing).

6. Section 35 (approval or consent required under another Act or regulation).

(2) If the Director requires any of the documents referred to in the provisions set out in subsection (1) to be filed together with the articles or application, they shall be so filed, subject to any terms and conditions imposed by the Director.

(3) The corporation shall, upon receipt of and in accordance with written notice from the Director and within the time period set out in the notice, and subject to any terms and conditions imposed by the Director,

(a) file the documents retained by the corporation pursuant to subsection (1) with the Director; or

(b) give the documents retained by the corporation pursuant to subsection (1) to any other person specified in the notice.

Information to be filed

38. The corporation shall file the reference number of the Nuans report referred to in clause 25 (1) (a), the date of the report and the proposed name searched, together with articles containing a proposed name for a corporation or change of corporate name.

Format

Paper or electronic format

39. All articles, applications and other documents and information may, in accordance with the regulations and any applicable Director’s requirements, be filed with the Director in,

(a) paper format; or

(b) an electronic format approved by the Director.

Format of supporting documents and information

40. All documents and information filed to support articles and applications shall be filed in the same format as the articles or application, unless the Director requires that they be filed in a different format.

PArt III
MISCELLANEOUS

Seal

41. If a corporation has a seal, it may set out the seal on any form in paper format.

Public servants who may sign

42. A director or manager of the Ministry whose duties relate to the administration of the Act is designated as a public servant who may,

(a) sign a document for the purposes of clause (c) of the definition of “certified copy” in subsection 1 (1) of the Act; and

(b) sign a certificate or a certified copy of a document for the purposes of section 206.1 of the Act.

Notice of dissolution, non-filing

43. For the purpose of subsection 170 (1) of the Act, publication means publishing a notice or making it available to the public under subsection 203 (4) of the Act.

Electronic version prevails

44. For the purposes of subsection 204.2 (2) of the Act, the following documents are prescribed:

1. The amalgamation agreement referred to in section 28 of this Regulation and the statements referred to in subsection 112 (2) of the Act that are required to support articles of amalgamation.

2. The legal opinions referred to in clauses 29 (1) (c) and 29 (2) (b) that are required to support articles of continuance, as applicable.

3. The legal opinion referred to in section 30 that is required to support an application for authorization to be continued in another jurisdiction.

4. The notices required to be filed with or given to the Director under subsections 123 (4), 134 (2) and 139 (4) of the Act.

45. Omitted (provides for amendments to this Regulation).

46. Omitted (provides for coming into force of provisions of this Regulation).

 

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