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Extra-Provincial Corporations Act

ONTARIO REGULATION 401/21

GENERAL

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 day subsection 103 (1) of Schedule 6 to the Cutting Unnecessary Red Tape Act, 2017 comes into force.

No amendments.

This is the English version of a bilingual regulation.

CONTENTS

PART I
NAMES

1.

Application

2.

Deceptive name

3.

Contrary to public policy or law

4.

Prohibited and restricted words

5.

Connection with government, university or association

6.

Name already proposed

7.

Punctuation and other marks

PART II
DOCUMENTS AND INFORMATION — FILING, RETENTION AND FORMAT

Supporting Documents

8.

Application for licence

9.

Same, amended licence

Supporting Documents and Information — Filing and Retention

10.

Documents to be filed

11.

Documents to be retained; file or give on notice

12.

Information to be filed

Format

13.

Paper or electronic format

14.

Format of supporting documents and information

PART III
EXEMPTIONS

15.

Exemptions from Act

16.

Exemption from licence requirement

PART IV
MISCELLANEOUS

17.

Public servants who may endorse or sign

18.

Electronic version prevails

 

Part I
NAMES

Application

1. Sections 2 to 7 apply only to extra-provincial corporations within class 1 and class 3.

Deceptive name

2. (1) “Name” when used in the expression “if the use of that name would be likely to deceive” in clause 10 (1) (b) of the Act includes,

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

(b)  a name that would lead to the inference that the extra-provincial corporation bearing the name or proposed name is or would be associated or affiliated with a person if the extra-provincial 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 extra-provincial corporation bearing the name in the mistaken belief that they are dealing with the person.

(2) For the purposes of subsection (1),

“person” means a known body corporate, trust, association, partnership, sole proprietorship or individual, whether in existence or not, and includes the known name or known trademark under which any of them carry on business or identify themselves; (“personne”)

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

Contrary to public policy or law

3. An extra-provincial corporation shall not use or identify itself by a name in Ontario that contains any word or expression, or abbreviation of a word or expression, in any language,

(a)  that is obscene or connotes a business or activity that is scandalous, obscene or immoral or that is otherwise objectionable on any public grounds;

(b)  that describes in a misleading manner the business or activity in association with which the name is proposed to be used; or

(c)  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.

Prohibited and restricted words

4. An extra-provincial corporation shall not use or identify itself in Ontario by a name that contains the following words:

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

2.  “Architect”, “architecte”, “architectural”, “d’architecture” or any variation of those words, if the word suggests the practice of the profession, except with the written consent of the Council of the Ontario Association of Architects.

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

4.  “Co-operative”, “coopérative” or any abbreviation or derivation of those words, except with the written consent of the Minister responsible for the Co-operative Corporations Act.

5.  “Engineer”, “ingénieur”, “engineering”, “génie”, “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.

6.  “Royal”, where the use suggests that the extra-provincial corporation is sponsored by or connected with the Crown, except with the written consent of the Crown, obtained through the Government of Canada.

Connection with government, university or association

5. (1) No word or expression that suggests that an extra-provincial corporation is connected with the Government of Canada, the government of a province or a territory of Canada or a municipal government or any department, ministry, branch, bureau, service, board, agency, commission or activity of any of them shall be used by an extra-provincial corporation in its name without the written consent of the appropriate authority.

(2) No word or expression that suggests that an extra-provincial 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 shall be used by an extra-provincial corporation in its name without the written consent of the university or professional association.

Name already proposed

6. No name that is identified in a Nuans report referred to in clause 8 (1) (a) as proposed shall be used by an extra-provincial corporation unless a written consent has been obtained from the person who first proposed the name.

Punctuation and other marks

7. (1) The following punctuation marks and other marks are the only ones permitted as part of the name of an extra-provincial corporation:

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

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

¸ ´ ` ^ ¨

Part II
Documents and information — filinG, Retention And FORMAt

Supporting Documents

Application for licence

8. (1) An application for a licence by an extra-provincial corporation within class 3 filed with the Director shall be supported by,

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

(b)  any consent related to a name required by this Regulation;

(c)  a certificate of status, signed by an official of the governing jurisdiction who is authorized to so certify, setting out,

(i)  the name of the corporation,

(ii)  the date of its incorporation or amalgamation,

(iii)  the jurisdiction to which the corporation is subject, and

(iv)  that the corporation is a valid and subsisting corporation; and

(d)  an appointment of an agent for service in the approved form and duly executed by the corporation.

(2) Where the Director is not satisfied on the basis of the material filed under clause (1) (c) that the extra-provincial corporation is a valid and subsisting corporation in the jurisdiction in which it purports to be incorporated, the corporation shall provide the Director with a legal opinion from a lawyer qualified to practise in that jurisdiction that the corporation is a valid and subsisting corporation in that jurisdiction.

Same, amended licence

9. Where an extra-provincial corporation within class 3 applies for an amended licence, the application shall be supported by the documents referred to in clauses 8 (1) (a) to (c) and subsection 8 (2) that are relevant to the application.

Supporting Documents and Information — Filing and Retention

Documents to be filed

10. The documents referred to in clauses 8 (1) (c) and (d) and subsection 8 (2) that are required to support applications for a licence, or an amended licence as applicable, shall be filed together with the application.

Documents to be retained; file or give on notice

11. (1) Subject to subsection (2), the documents referred to in clauses 8 (1) (a) and (b) that are required to support applications for a licence, or an amended licence as applicable, shall be retained by the extra-provincial corporation at its registered office instead of filed together with the application.

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

(3) The extra-provincial 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

12. The extra-provincial corporation shall file the reference number of the Nuans report referred to in clause 8 (1) (a), the date of the report and the proposed name searched together with an application for a licence or with an application for an amended licence containing a change of name.

Format

Paper or electronic format

13. All applications and other documents and information may, in accordance with this Regulation 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

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

Part III
Exemptions

Exemptions from Act

15. The following classes of extra-provincial corporations are exempt from the Act:

1.  Corporations licensed or registered under the Insurance Act or the Loan and Trust Corporations Act.

2.  Corporations incorporated for the purpose of operating,

i.  a banking business or the business of a savings bank,

ii.  a railway,

iii.  the business of an express company over a railway, or

iv.  the business of leasing or hiring sleeping, parlour or dining cars run on a railway.

3.  Corporations engaged in the brewing, distilling or the making of wine that are licensed under the Liquor Licence Act.

Exemption from licence requirement

16. An extra-provincial corporation within class 3 that does not have gain for any of its objects is exempt from the requirement for a licence under subsection 4 (2) of the Act.

Part IV
MISCellaneous

Public servants who may endorse or sign

17. A director or manager of the Ministry whose duties relate to the administration of the Act is designated as a public servant who may endorse a licence or sign a certificate or a certified copy of a document for the purposes of section 3.2 of the Act.

Electronic version prevails

18. For the purposes of subsection 5.1 (2) of the Act, the following documents are prescribed:

1.  The appointment of an agent for service referred to in clause 8 (1) (d) that is required to support an application for a licence.

2.  The legal opinion referred to in subsection 8 (2), if required to support an application for a licence or an amended licence, as applicable.

19. Omitted (revokes other Regulations).

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

 

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