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Extra-Provincial Corporations Act

R.R.O. 1990, REGULATION 365

GENERAL

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

Note: This Regulation is revoked on the day subsection 103 (1) of Schedule 6 to the Cutting Unnecessary Red Tape Act, 2017 comes into force. (See: O. Reg. 401/21, s. 19)

Last amendment: 401/21.

Legislative History: 581/91, 598/92, 626/93, 312/96, 565/98, 194/99, 251/05, 11/09, 374/16, 401/21.

This is the English version of a bilingual regulation.

Names

1. Sections 2 to 7 apply only to corporations within class 1 and class 3.  R.R.O. 1990, Reg. 365, s. 1.

2. (1) For the purposes of clause 10 (1) (b) of the Act,

“if the use of that name would be likely to deceive” includes,

(a)  a name that is likely to cause a person or class of persons who ordinarily might be expected to deal with either the extra-provincial corporation or another person to believe that the business, undertaking or activities carried on or intended to be carried on by the extra-provincial corporation under the name and the business, undertaking or activities carried on by that other person are one business, one undertaking or one activity, whether or not the nature of the business, undertaking or activity of the extra-provincial corporation and the other person is generally the same,

(b)  a name that is likely to cause a person or a class of persons who ordinarily might be expected to deal with either the extra-provincial corporation or another person to believe that the extra-provincial corporation bearing the name or proposed name is or would be associated or affiliated with such other person if the extra-provincial corporation and such person are not or will not be associated or affiliated, or

(c)  a name that is so similar to that of a person that it is likely to cause someone who had an interest in dealing or reason to deal with the person to deal with the extra-provincial corporation bearing the name in the belief that he or she was dealing with the person.  R.R.O. 1990, Reg. 365, s. 2 (1).

(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 undertaking in Canada or elsewhere. (“ emploi”)  R.R.O. 1990, Reg. 365, s. 2 (2).

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

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

(b)  that describes in a misleading manner the business, undertaking 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 the Parliament of Canada or a province or territory of Canada, unless the restriction is satisfied.  R.R.O. 1990, Reg. 365, s. 3.

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 in French, 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 thereof, where the use 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 thereof, if the word would lead to the inference that the corporation is a condominium corporation created or continued under the Condominium Act, 1998.

4.  “Co-operative”, “coopérative” or any abbreviation or derivation thereof, except with the written consent of the Minister under the Co-operative Corporations Act.

5.  “Engineer”, “ingénieur”, “engineering”, “génie”, “ingénierie” or any variation thereof, except with the written consent of the Association of Professional Engineers of Ontario.

6.  Revoked:  O. Reg. 251/05, s. 1.

7.  “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 through the Secretary of State.  R.R.O. 1990, Reg. 365, s. 4; O. Reg. 626/93, s. 1; O. Reg. 251/05, s. 1; O. Reg. 374/16, s. 1.

5. No word or expression that suggests that an extra-provincial corporation,

(a)  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; or

(b)  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 consent in writing of the appropriate person referred to in clause (a) or (b).  R.R.O. 1990, Reg. 365, s. 5.

5.1 An application made under the Act in respect of an extra-provincial corporation shall set out the name of the corporation with only one space between each word.  O. Reg. 251/05, s. 2.

Licences

6. (1) Where an extra-provincial corporation within class 3 applies for an extra-provincial licence, the following documents shall accompany the application:

1.  An original Ontario biased or weighted computer printed search report from the automated name search system owned by the Department of Consumer and Corporate Affairs, Canada, dated not more than ninety days prior to the submission of the application.

2.  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 extra-provincial 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.

3.  An appointment of an agent for service in Form 2 duly executed by the corporation.  R.R.O. 1990, Reg. 365, s. 6 (1).

(2) Where the Director is not satisfied on the basis of the material filed with him or her under subsection (1) that the extra-provincial corporation is a valid and subsisting corporation in the jurisdiction in which it purports to be incorporated, the extra-provincial corporation shall provide the Director with a legal opinion in writing from a lawyer authorized to practice in that jurisdiction that the extra-provincial corporation is a valid and subsisting corporation in that jurisdiction.  R.R.O. 1990, Reg. 365, s. 6 (2).

(3) No name that is identified in an Ontario biased or weighted computer printed search report as “proposed” shall be used by an extra-provincial corporation unless a consent in writing is obtained from the person who first proposed the name.  R.R.O. 1990, Reg. 365, s. 6 (3).

7. Where an extra-provincial corporation within class 3 applies for an amended extra-provincial licence, the application shall be accompanied by the documents referred to in section 6 that are relevant to the application.  R.R.O. 1990, Reg. 365, s. 7.

Delegation of Duties

8. A director, deputy director, manager or examiner of the Ministry whose duties relate to the administration of the Act may sign or endorse any licence or certificate required or authorized by the Act.  O. Reg. 11/09, s. 1.

9.-12. Revoked:  O. Reg. 251/05, s. 3.

13., 14. Revoked:  O. Reg. 194/99, s. 1.

Exemptions

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

1.  Corporations licensed or registered under the Insurance Act, the Investment Contracts 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 a telegraph company,

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

v.  the business of leasing or hiring sleeping or parlour or dining cars run upon a railway.

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

4.  Corporations not having a gain for any of their objects.  R.R.O. 1990, Reg. 365, s. 15.

Schedule Revoked:  O. Reg. 194/99, s. 2.

Forms 1-4 Revoked:  O. Reg. 251/05, s. 4.

 

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