C-38, r. 2 - Regulation respecting names of legal persons or associations governed by Part III of the Companies Act

Updated to 1 September 2012

This document has official status.

chapter C-38, r. 2

Regulation respecting names of legal persons or associations governed by Part III of the Companies Act

Companies Act

(chapter C-38, s. 233).

1. The public authorities contemplated in paragraph 6 of section 9.1 of the Companies Act (chapter C-38) are

(1)  the reigning monarch, the Governor General and the Lieutenant-Governor;

(2)  the Senate, the House of Commons and the National Assembly;

(3)  the departments of the Government of Canada or of the Gouvernement du Québec and the bodies that are mandataries thereof;

(4)  the bodies to which staff is appointed in accordance with the Public Service Act (chapter F-3.1.1);

(5)  (paragraph implicitly revoked);

(6)  the bodies of which the majority of members or the majority of the members of the board of directors are appointed by the Government of Canada or by the Gouvernement du Québec;

(7)  the bodies to which staff is appointed in accordance with a regulation approved by the Government of Canada or by the Gouvernement du Québec;

(8)  the bodies all of the voting shares of which are part of the public domain of Canada or Québec;

(9)  the municipalities constituted under a general or special Act;

(10)  the bodies of which the majority of members or the majority of the members of the board of directors are appointed by one or more municipalities;

(11)  the mandatary bodies of municipalities within the meaning of the Act respecting the Pension Plan of Elected Municipal Officers (chapter R-9.3);

(12)  the supramunicipal bodies within the meaning of the Act respecting the Pension Plan of Elected Municipal Officers;

(13)  the bodies of which the majority of members or the majority of the members of the board of directors are appointed by a supramunicipal body within the meaning of the Act respecting the Pension Plan of Elected Municipal Officers;

(14)  the Cree Regional Authority and the Kativik Regional Government;

(15)  health and social services agencies;

(16)  public institutions within the meaning of paragraphs 3 and 4 of section 98 of the Act respecting health services and social services (chapter S-4.2);

(17)  public institutions within the meaning of paragraph a of section 10 of the Act respecting health services and social services for Cree Native persons (chapter S-5);

(18)  school boards and regional school boards governed by the Education Act (chapter I-13.3), as well as the Comité de gestion de la taxe scolaire de l’île de Montréal;

(19)  the Cree School Board, the Kativik School Board and the Naskapi Education Committee, governed by the Education Act for Cree, Inuit and Naskapi Native Persons (chapter I-14);

(20)  general and vocational colleges;

(21)  the Université du Québec, its constituent universities, research institutes and superior schools within the meaning of the Act respecting the Université du Québec (chapter U-1);

(22)  professional orders within the meaning of the Professional Code (chapter C-26);

(23)  the governments of other States and their diplomatic, consular or commercial representations; and

(24)  international government bodies.

O.C. 1857-93, s. 1.

2. The name of a legal person is identical to the name of another person, partnership or group

(1)  even if it contains, for the purpose of making it distinctive, a punctuation mark such as a period (.), a question mark (?), an exclamation point (!), a comma (,), a semi-colon (;), a colon (:), an ellipsis (…), parentheses ( ), square brackets [ ], quotation marks (“ ”), a dash (—), or a slash (/);

(2)  even if it contains, for the purpose of making it distinctive, an article (au, aux, de, de la, du, des, le, la, les, un, une) or a possessive adjective (mon, ton, son, ma, ta, sa, mes, tes, ses, notre, votre, leur, nos, vos, leurs);

(3)  even if it contains, for the purpose of making it distinctive, a preposition (à, avec, chez, dans, de, hors, par, pour, sans…) or a conjunction (et) or its symbol (&);

(4)  even if it has, for the purpose of making it distinctive, a different spelling, but has the same pronunciation or sign (such as +);

(5)  even if it contains, for the purpose of making it distinctive, a number in Arabic or Roman numerals having the same value;

(6)  even if it has, for the purpose of making it distinctive, a different syntax;

(7)  even if it has, for the purpose of making it distinctive, a different indication of the juridical form;

(8)  even if it contains, for the purpose of making it distinctive, an abbreviation, an aphaeresis (such as “pitaine” for “capitaine”) or an apocope (such as “télé” for “télévision”); or

(9)  a word that has no determinant nature, such as “association”, “compagnie”, “entreprise”, “personne morale” or “société”, or an abbreviation thereof.

O.C. 1857-93, s. 2.

3. The name of a legal person suggests that the legal person is related to another person, partnership or group if it suggests that the legal person

(1)  controls or sponsors the other person, partnership or group;

(2)  is controlled or sponsored by the other person, partnership or group;

(3)  is affiliated with the other person, partnership or group; or

(4)  carries on its activity with the support, approval or authorization of the other person, partnership or group.

O.C. 1857-93, s. 3.

4. In determining whether a name suggests that a legal person is related to another person, partnership or group in the cases mentioned in section 3, or leads to confusion with a name used by another person, partnership or group in Québec or is identical thereto, the following criteria shall be taken into account:

(1)  the distinctiveness of the name, its elements, the visual or phonetic similarity and the similarity between the images conjured up by the name; and

(2)  the way in which the name is used.

O.C. 1857-93, s. 4.

5. If the name is likely to suggest a relationship or lead to confusion with another name or if it is identical with another name in accordance with the criteria mentioned in section 4, the prominence of the name shall be taken into account, along with the existence of competition or the likelihood of competition between the persons, partnerships or groups that name designates, with respect to

(1)  their objects or activities;

(2)  the goods they produce or the services they offer, the quantity thereof or the means by which they are produced or offered; and

(3)  the territories where they carry on their activities and the number of persons they serve.

O.C. 1857-93, s. 5.

6. The time in which the enterprise registrar may reserve a name shall be 90 days.

O.C. 1857-93, s. 6.

7. (Omitted).

O.C. 1857-93, s. 7.

8. (Omitted).

O.C. 1857-93, s. 8.

REFERENCES

O.C. 1857-93, 1993 G.O. 2, 7028

S.Q. 1994, c. 40, s. 457

S.Q. 2002, c. 75, s. 46

S.Q. 2005, c. 32, s. 309