( Disponible en anglais seulement )
One of the first things a not-for-profit is faced with on incorporation is what name it will have. Names are important because they play a role in developing an organization’s reputation. A name can also cause issues for an organization, such as where the name is too similar to another organization’s name.
Before becoming invested in a particular name, an organization should be aware of the naming requirements in the particular jurisdiction in which it will incorporate. This article sets out the naming requirements for BC societies and federal not-for-profits.
Naming Requirements for BC Societies
The naming requirements for BC societies are in the BC Business Corporations Act and its regulations. According to these, names must not resemble another company’s name, a name reservation or a registered extra-provincial company’s name such that it would likely confuse or mislead the public. If the name an organization wants to use is too similar to one that is currently reserved or registered, it will have to obtain the consent of the holder of the other name.
BC societies’ names generally have three elements: a distinctive element, a descriptive element, and a designation. A distinctive element differentiates the name from that of another organization (e.g. Star). A descriptive element describes the nature of the society (e.g. Soccer). The general policy of the BC Registry is to require the designations Association, Foundation, Society or Club. If the name contains “ Church” or “Ministry”, these designations are not required. A uniquely coined word used with a designation is usually sufficiently distinctive that a descriptive element is not required (e.g. Starla Society).
The name cannot connote any connection with the government, Crown or Royal Family, unless the appropriate authority has consented. A society will have to obtain the BC Office of Protocol’s consent to use “British Columbia” or “BC”, unless they are immediately before the designation.
Names must not include words that are restricted by other statutes or imply a connection with a university or a professional association. Words restricted by statute include: “Board of Trade”, “Chamber of Commerce”, “bank”, “R.C.M.P.”, “Farmers Institute”, “province”, “trust” and “co-op”.
Bill 24, the new Societies Act, received royal assent on May 14, 2015 and will replace the Society Act. The new Societies Act will set out its own naming requirements. The draft regulations are not yet out, so it is too soon to see if the requirements will change.
Naming Requirements for Federal Corporations
Federal not-for-profit corporations have different requirements that they have to comply with under the Canada Not-for-Profit Corporations Act (“CNCA”). The prohibitions in the CNCA’s regulations include names that:
- cause confusion with a trademark, official mark or a trade-name;
- are descriptive of the corporation or its goods or services;
- are primarily the name of an individual or a geographic place; and
- mislead the public with respect to its activities, goods, services or employees.
A not-for-profit will also have to comply with Corporation Canada’s Name Granting Compendium (the “Compendium”). The Compendium has not yet been updated to reflect the CNCA; however, Corporations Canada is in the process of revising it.
Absolutely Prohibited Names
Under the CNCA, the following words are absolutely prohibited in a corporate name:
- “cooperative” or “co-op”, if it connotes a cooperative venture;
- “Parliament Hill”;
- “Royal Canadian Mounted Police” or “RCMP”; and
- “United Nations” or “UN”, if it connotes a relationship to the United Nations.
Qualifiedly Prohibited Names
In addition to the above, a name is prohibited if it connotes that the not-for-profit does any of the following without the consent of the appropriate body:
- carries on business under royal, vice-regal or governmental approval;
- is connected with the Government of Canada, the government of a province, the government of another country or a subdivision or agency of any such government;
- carries on the business of a bank, loan company, insurance company, trust company or another financial intermediary that is regulated by the laws of Canada; or
- carries on the business of a stock exchange that is regulated by the laws of a province.
Consent to Use a Name May be Required
Some provinces absolutely forbid certain uses of their names in federal names. When the use may be permitted, Corporations Canada will often require the not-for-profit to obtain the consent of the appropriate government. This information is in the Compendium.
If a not-for-profit wants to use a name that would connote that it is connected with a professional association, it must obtain the professional association’s consent. Corporations Canada will also reject names that suggest the not-for-profit is a degree-granting institution, unless it is authorized to grant degrees (e.g. “university”).
A not-for-profit cannot have a name that connotes it is a financial institution like a loan, trust, or insurance company or a bank. There are also certain words that the Office of the Superintendent of Financial Institutions must consent to (e.g. “fiduciary”, “trust”, “loan”).
Other Considerations
The only legal elements permitted are: “Incorporated” or “Inc.” and “Corporation” or “Corp.”. The English and French forms do not have to be literal translations, however they cannot be so different as to appear to be two different not-for-profits.
Conclusion
For more information on the BC and federal naming requirements, see the following guides:
BC Registry’s Name Approval Request Instructions: http://www.bcregistryservices.gov.bc.ca/local/bcreg/documents/forms/0708bfill.pdf
Corporations Canada’s Name Granting Compendium: https://corporationscanada.ic.gc.ca/eic/site/cd-dgc.nsf/eng/h_cs01407.html
