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Business Names Act

ONTARIO REGULATION 121/91

GENERAL

Consolidation Period: From November 20, 2017 to the e-Laws currency date.

Last amendment: 431/17.

Legislative History: 579/91, 334/92, 595/92, 624/93, 175/94, 401/95, 441/95, 256/96, 309/96, 562/98, 191/99, 26/01, 57/07, 431/17, CTR 25 SE 18 - 1.

This is the English version of a bilingual regulation.

Registration for an Individual

1. (1) To register a name under the Act or to amend, renew or cancel the registration of a name under the Act, an individual shall set out the following information on a form approved by the Registrar:

1. The name to which the form relates.

2. An indication whether the form is for a new registration or a renewal, amendment or cancellation of a registration.

3. If the individual has a place of business in Ontario,

i. the mailing address of the individual, and

ii. the address of the principal place of business of the individual in Ontario, including the municipality, the street and number, if any, and the postal code.

4. If the individual does not have a place of business in Ontario, the address of the principal place of business of the individual outside Ontario, including the municipality, the street and number, if any, and the postal code.

5. A description of the activity being carried out under the name to which the form relates, which description shall not exceed 40 characters, including punctuation marks and spaces.

6. An indication whether the individual is carrying out the activity in sole proprietorship.

7. The name of the individual in full.

8. The address of the individual, including the municipality, the street and number, if any, and the postal code.

9. If the individual has authorized an attorney to submit the form, the name of the attorney in full.

10. If the individual has not authorized an attorney to submit the form, the name of the individual in full again, as in paragraph 7. O. Reg. 441/95, s. 1; O. Reg. 431/17, s. 1.

(2) A form mentioned in subsection (1) can be submitted by an attorney acting under a power of attorney that authorizes the attorney to submit the form on behalf of the individual.  O. Reg. 441/95, s. 1.

(3) An individual who amends, renews or cancels a registration shall set out on the form,

(a) the business identification number assigned by the Registrar to the first renewal of the registration made on or after April 1, 1994, if the registration was made before that date; or

(b) the business identification number assigned by the Registrar to the registration, if the registration was made on or after April 1, 1994.  O. Reg. 441/95, s. 1.

Registration for a Partnership

2. (1) To register the firm name of a partnership or to amend, renew or cancel the registration of the firm name of a partnership, the persons associated in the partnership shall set out the following information on a form approved by the Registrar:

1. The firm name followed by,

i. if the partnership is a limited liability partnership as defined in the Partnerships Act formed under the laws of Ontario, the words “limited liability partnership” or “société à responsabilité limitée” or the abbreviations “LLP”, “L.L.P.” or “s.r.l.” as required by subsection 44.3 (3) of that Act, or

ii. if the partnership is an extra-provincial limited liability partnership as defined in the Partnerships Act, the words or abbreviations, if any, that identify the partnership as a limited liability partnership and that are required by the laws of the jurisdiction under which the partnership is formed.

2. An indication whether the form is for a new registration or a renewal, amendment or cancellation of a registration.

3. If the partnership has a place of business in Ontario,

i. the mailing address of the partnership, and

ii. the address of the principal place of business of the partnership in Ontario, including the municipality, the street and number, if any, and the postal code.

4. If the partnership does not have a place of business in Ontario, the address of the principal place of business of the partnership outside Ontario, including the municipality, the street and number, if any, and the postal code.

5. A description of the activity being carried out under the firm name, which description shall not exceed 40 characters, including punctuation marks and spaces.

6. The name of each partner.

7. The address of each partner that is an individual, including the municipality, the street and number, if any, and the postal code.

8. The address for service of each partner that is not an individual, including the municipality, the street and number, if any, and the postal code.

9. The name of the person submitting the form on behalf of the partnership.

10. In the case of a limited liability partnership as defined in the Partnerships Act,

i. an indication as to whether it is a limited liability partnership formed under the laws of Ontario or an extra-provincial limited liability partnership as defined in that Act, and

ii. the jurisdiction under whose laws the partnership is formed.  O. Reg. 441/95, s. 1; O. Reg. 26/01, s. 1.

(2) A form mentioned in subsection (1) can be submitted on behalf of the partnership by,

(a) one of the partners; or

(b) an attorney acting under a power of attorney that authorizes the attorney to submit the form on behalf of the partnership.  O. Reg. 441/95, s. 1.

(2.1) For the purpose of paragraph 1 of subsection (1), if a registration sets out an English form and a French form for the firm name of a limited liability partnership, the “/” mark shall separate the two forms of the firm name.  O. Reg. 57/07, s. 1.

(3) For the purpose of paragraph 6 of subsection (1), the name of a partner shall include,

(a) if the partner is an individual, the individual’s name in full; and

(b) if the partner is a corporation, the Ontario corporation number. O. Reg. 441/95, s. 1; O. Reg. 431/17, s. 2.

(4) Persons associated in a partnership who amend, renew or cancel a registration shall set out on the form,

(a) the business identification number assigned by the Registrar to the first renewal of the registration made on or after April 1, 1994, if the registration was made before that date; or

(b) the business identification number assigned by the Registrar to the registration, if the registration was made on or after April 1, 1994.  O. Reg. 441/95, s. 1.

2.1 (1) To register a name other than the firm name of a partnership or to amend, renew or cancel the registration of the name, the persons associated in the partnership shall set out the following information on a form approved by the Registrar:

1. The name to which the form relates.

2. An indication whether the form is for a new registration or a renewal, amendment or cancellation of a registration.

3. If the partnership has a place of business in Ontario where it uses the name,

(i) the mailing address of the partnership, and

(ii) the address of a place of business that the partnership has in Ontario where it uses the name, including the municipality, the street and number, if any, and the postal code.

4. If the partnership does not have a place of business in Ontario where it uses the name, the address of a place of business that the partnership has outside Ontario, including the municipality, the street and number, if any, and the postal code.

5. A description of the activity being carried out under the name, which description shall not exceed 40 characters, including punctuation marks and spaces.

6. An indication as to the type of partnership.

7. The firm name.

8. The business identification number, if any, assigned by the Registrar to,

i. the first renewal of the registration of the firm name made on or after April 1, 1994, if the registration was made before that date, or

ii. the registration of the firm name, if the registration was made on or after April 1, 1994.

9. The name of the person submitting the form on behalf of the partnership.  O. Reg. 256/96, s. 1.

(2) A form mentioned in subsection (1) can be submitted on behalf of the partnership by,

(a) one of the partners, other than a limited partner in a limited partnership; or

(b) an attorney acting under a power of attorney that authorizes the attorney to submit the form on behalf of the partnership.  O. Reg. 256/96, s. 1.

3. (1) A partner who submits a form mentioned in subsection 2 (1) on behalf of a partnership shall be known as a designated partner if more than 10 persons are associated in the partnership and the partnership has a principal place of business in Ontario.  O. Reg. 441/95, s. 1.

(2) A designated partner may omit from the form the information required by paragraphs 6, 7 and 8 of subsection 2 (1) for persons who are associated in the partnership other than the designated partner if the requirements of subsections (3) to (7) are met.  O. Reg. 441/95, s. 1.

(3) A designated partner shall maintain at the principal place of business in Ontario,

(a) a record showing,

(i) the persons associated in the partnership who carry out the business of the partnership in Ontario,

(ii) the information required by paragraphs 6, 7 and 8 of subsection 2 (1) respecting each of them, and

(iii) the date on which each of them became associated in the partnership; and

(b) a record showing,

(i) the persons who were associated in the partnership on or after May 1, 1991, who carried out the business of the partnership in Ontario and who subsequently left the partnership, and

(ii) the period during which each person was associated in the partnership.  O. Reg. 441/95, s. 1.

(4) A designated partner may delete from the records information concerning a person who has left the partnership once six years have elapsed after the departure.  O. Reg. 441/95, s. 1.

(5) Upon request and without charge, any partner shall permit a person to inspect the records during the normal business hours of the partnership and to make copies or take extracts from them.  O. Reg. 441/95, s. 1.

(6) Upon request and without charge, any partner shall provide a person with a copy of the records.  O. Reg. 441/95, s. 1.

(7) Upon delivery of a written notice from the Registrar, any partner shall provide a copy of the records, within the time stated in the notice, to the Registrar or to such other person as the notice specifies.  O. Reg. 441/95, s. 1.

Registration for a Corporation

4. (1) To register a name under the Act or to amend, renew or cancel the registration of a name under the Act, a corporation shall set out the following information on a form approved by the Registrar:

1. The name to which the form relates.

2. An indication whether the form is for a new registration or a renewal, amendment or cancellation of a registration.

3. If the corporation has a place of business in Ontario,

i. the mailing address of the corporation, and

ii. the address of the principal place of business of the corporation in Ontario, including the municipality, the street and number, if any, and the postal code.

4. If the corporation does not have a place of business in Ontario, the address of the registered or head office of the corporation, including the municipality, the street and number, if any, and the postal code.

5. A description of the activity being carried out under the name to which the form relates, which description shall not exceed 40 characters, including punctuation marks and spaces.

6. The name of the corporation.

7. The Ontario corporation number, if any, except if the corporation is an extra-provincial corporation to which the Corporations Information Act and the Extra-Provincial Corporations Act do not apply.

8. The jurisdiction in which the corporation was incorporated.

9. The name of the person submitting the form on behalf of the corporation.  O. Reg. 441/95, s. 1.

(2) A form mentioned in subsection (1) can be submitted on behalf of the corporation by,

(a) an officer or director of the corporation; or

(b) an attorney acting under a power of attorney that authorizes the attorney to submit the form on behalf of the corporation.  O. Reg. 441/95, s. 1.

(3) A corporation that amends, renews or cancels a registration shall set out on the form,

(a) the business identification number assigned by the Registrar to the first renewal of the registration made on or after April 1, 1994, if the registration was made before that date; or

(b) the business identification number assigned by the Registrar to the registration, if the registration was made on or after April 1, 1994.  O. Reg. 441/95, s. 1.

Extra-Provincial Limited Liability Company

5. (1) To register its company name under the Act or to amend, renew or cancel the registration of the name, an extra-provincial limited liability company as defined in subsection 2.1 (1) of the Act shall set out the following information on a form approved by the Registrar:

1. The name of the company, including the words or abbreviations identifying the company as a limited liability company as required under the laws of the jurisdiction under which the company is formed.

2. An indication whether the form is for a new registration or a renewal, amendment or cancellation of a registration.

3. If the company has a place of business in Ontario,

i. the mailing address of the company, and

ii. the address of the principal place of business of the company in Ontario, including the municipality, the street and number, if any, and the postal code.

4. If the company does not have a place of business in Ontario, the address of the principal place of business of the company outside Ontario, including the municipality, the street and number, if any, and the postal code.

5. A description of the activity being carried on under the company name, which description shall not exceed 40 characters, including punctuation marks and spaces.

6. An indication that the company is an extra-provincial limited liability company.

7. The jurisdiction under whose laws the company is formed.

8. The name of the person submitting the form on behalf of the company.  O. Reg. 26/01, s. 2.

(2) A form mentioned in subsection (1) can be submitted on behalf of the company by,

(a) a general manager or representative of the company; or

(b) an attorney acting under a power of attorney that authorizes the attorney to submit the form on behalf of the company.  O. Reg. 26/01, s. 2.

(3) A company that amends, renews or cancels a registration shall set out on the form the business identification number assigned by the Registrar to the registration.  O. Reg. 26/01, s. 2.

Duties of the Registrar

6. (1) Upon payment of the applicable fee and receipt of the applicable form, the Registrar shall register a name.  O. Reg. 121/91, s. 6 (1).

(2) Upon payment of the applicable fee, if any, and receipt of the applicable form, the Registrar shall amend, renew or cancel the registration of a name.  O. Reg. 121/91, s. 6 (2).

6.1 (1) A form to register a name under the Act or to amend, renew or cancel the registration of a name under the Act may be submitted in electronic format if,

(a) the person submitting the form satisfies the technical requirements established by the Registrar;

(b) the Registrar has approved the electronic format of the form; and

(c) the form is sent to the Registrar during business hours approved by the Registrar.  O. Reg. 441/95, s. 2.

(2) A registration made under subsection (1) is effective on the date assigned by the computer system that the Registrar has established for registrations.  O. Reg. 441/95, s. 2.

7. (1) Upon payment of the applicable fee, the Registrar shall issue to any person who makes a request a certificate stating that a name is not registered.  O. Reg. 121/91, s. 7 (1).

(2) Upon payment of the applicable fee, the Registrar shall issue to any person who makes a request a copy, or a certified copy, of the record with respect to any name registered.  O. Reg. 121/91, s. 7 (2).

Custody and Destruction of Records

8. Sections 9 and 10 apply with respect to records maintained under the Act and records maintained by the Registrar for declarations filed under the Limited Partnerships Act.  O. Reg. 121/91, s. 8.

9. The Registrar may authorize the destruction of documents that form the record with respect to a name registered if the Registrar has microfilmed the documents or has entered the registration information in the computer system that the Registrar has established for registrations.  O. Reg. 441/95, s. 3.

10. (1) The Registrar may segregate the record with respect to any name registered when the registration expires or is cancelled.  The Registrar may authorize the destruction of the record when five years have elapsed after the expiry or cancellation.  O. Reg. 121/91, s. 10 (1).

(2) When a registration is renewed, the Registrar may segregate the record with respect to the registration as it existed before the renewal.  The Registrar may authorize the destruction of the segregated portion of the record when five years have elapsed after the renewal.  O. Reg. 121/91, s. 10 (2).

(3) For the purposes of subsection 8 (1) of the Act and section 7, a record that has been segregated shall be deemed not to exist.  O. Reg. 121/91, s. 10 (3).

11., 11.1 Revoked:  O. Reg. 191/99, s. 1.

Exemptions from Section 2 of the Act

12. (1) Subsection 2 (6) of the Act does not apply with respect to corporations carrying on business in Ontario, or identifying themselves to the public in Ontario, in any form of partnership or business association,

(a) if the partnership or association consists of at least two corporations;

(b) if the name of the partnership or association is registered under the Act; and

(c) if the partnership or association complies with subsection (2).  O. Reg. 121/91, s. 12 (1).

(2) The name of the partnership or business association, together with the words “Registered Name”, “nom enregistré”, “Reg’d Name” or “nom enr.” must be set out in all contracts, invoices, negotiable instruments and orders involving goods or services issued or made by the association or partnership.  O. Reg. 121/91, s. 12 (2).

13. Revoked:  O. Reg. 121/91, s. 13 (3).

14. Revoked:  O. Reg. 121/91, s. 14 (3).

15. Revoked:  O. Reg. 121/91, s. 15 (3).

16. Omitted (provides for coming into force of provisions of this Regulation).  O. Reg. 121/91, s. 16.

Forms 1, 2 Revoked:  O. Reg. 441/95, s. 5.

 

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