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 FRANÇAIS  

March/April 2009  -  Vol. 23 n° 2

Federal corporate names: the latest developments

For the past few months, Corporations Canada has been closely revising the regulations governing corporate names, which can be found in their internal document entitled “Name Granting Compendium”.

The final document has yet to be drafted but new rules are already in effect. Here are some of them.

The use of a civic address in a name

The current rule in the name granting document stipulates that a civic address cannot be used on its own in a name, since it chiefly designates a geographical location (i.e. 950 Main Street Inc.) The current rule states that the addition of a descriptive element (i.e. Management, Investment, Real Estate Services) renders the name acceptable. From now on, certain descriptive terms, often in the singular form, will no longer be enough to render the name acceptable as it still leaves the impression that it describes a geographical location. Here are a few examples:

  • 250 Montreal Road Building Inc.
  • 1125 Queen's Park Drive Corp.
  • 125 Atwater Property Inc.
  • 125 Atwater Plaza Inc.
     

However, by adding the plural form to the common name segment, the specificity of the geographical location is eliminated. Therefore, Corporations Canada accepts:

  • 250 Montreal Road Buildings Inc.
  • 125 Atwater Properties Inc.
     

The explanation given by Corporations Canada rests on the parallel that the regulatory authority recognizes between a geographical location and the use of a family name. Since a family name cannot be used alone, the same logic extends to the use of geographical locations. For example, “Peter Lee Inc.” is not acceptable whereas “Peter Lee Consulting Inc.” is. In our example, "250 Montreal Road Building Inc." gives the impression that we are referring to a single building, therefore describing a specific geographical location whereas its plural form, “250 Montreal Road Buildings Inc.” suggests the management of several buildings whose offices are located at 250 Montreal Road.

 

Obtaining consent to use a family name

 

In the 2007 June-July edition of the Info-CRAC newsletter, we explained the amendments put in place by Corporations Canada regarding the enforcement of section 26 of the Canada Business Corporations Regulations (the Regulations). In short, pursuant to section 26 of the Regulations, Corporations Canada normally demands the written consent of the individual whose family name appears in the corporate name. Most recently, Corporations Canada clarified its requirements regarding the consent requested by an entity that already has a family name:

  • A federal corporation that already has a family name in its corporate name and that wishes to federally incorporate a new company once again using the same family name need only produce consent from the existing corporation and this, pursuant to section 29 of the Regulations. Corporations Canada acknowledges that written consent for the use of this family name was obtained when the corporate name was granted to the original federal corporation. This exception applies if both corporations are affiliated.
     

  • If the corporate name of a provincial body corporate or if a trade name includes the same family name as one found in the new federal corporate name, then both a written consent pursuant to section 29 of the Regulations as well as consent from the individual whose family name is to be used are required, pursuant to section 26 of the Regulations. In this particular case, Corporations Canada bases this requirement on the fact that there is no certainty that the individual’s consent was obtained at the time of the provincial incorporation or the registration of the corporate name or that this consent was obtained pursuant to similar provisions to section 26 of the Regulations.

Register for notaries

Notaries may now obtain a register from CRAC. When you order with us, the cost includes the inscription of the notary’s name on the book’s edge. 8.5 X 12 inch sheets are also available in packs of 100. For more information, please contact our corporate accessories department at (514) 861-2799 ext. 345 or 1-800-361-5744 or expedition@crac.com

Not-for-profit corporations: here we go again!

On January 28th 2009, a new legislative bill concerning not-for-profit corporations was tabled in Parliament. We remind you that, due to the prorogation of Parliament last fall, the legislative bill that was under study was abandoned. According to the press release, the bill, if it is adopted, will allow for the expedited constitution of not-for-profit corporations. Furthermore, the roles and duties of its directors and officers will be better defined and the rights of its members will be better protected. Bill C-4 has been in its second reading since February 12th.

News for dispensing opticians

A proposed regulation, which would allow dispensing opticians to practice their profession within a joint-stock company, was published in the Gazette officielle du Québec on February 4th 2009. The government has 45 days to either approve or amend the text. Once that delay has expired, the regulation will be published in the Gazette officielle du Québec and will come into effect on the fifteenth day following the date of publication. We will create a link that leads to this regulation as soon as it comes into effect, so it should appear in our May 2009 edition.

Portrait of an employee: Stéphane Meloche
 

When you use our IncoWeb system, you are dealing with our paralegals. But behind every good system are the people who ensure its technical soundness. For over ten years, CRAC has been entrusting this important work to our computer specialist, Stéphane Meloche.

But it doesn’t stop at IncoWeb. Word processing software, billing and accounting software, emails, Internet, etc. Stéphane must contend with the distress and frustrations of about 30 people who depend on computer systems to manage their day to day activities

and who constantly want things done quicker! Like most computer experts, his mere presence is often enough to ensure that the computer equipment that had us seeing red just moments ago is suddenly running like a charm, without a hint of the slowdown and incomprehensible messages that made us call Stéphane to the rescue in the first place.

In addition to his computer expertise and endless patience, Stephane is a man of many talents whose skills are always in high demand at the office.

Many of you have mentioned our outstanding customer service. Without taking anything away from our staff, we must admit that it is much easier to serve you well when we ourselves benefit from excellent service in-house.  Stéphane is one of our key players and we want to recognize him because, far too often, we forget those who work behind the scenes!

HEADLINES

Federal corporate names: the latest developments

The Register for notaries

Not-for-profit corporations: here we go again!

News for dispensing opticians

Portrait of an employee: Stéphane Meloche

Federal incorporation online: how to get professional looking schedules

Did you know that with IncoWeb® your schedules come back exactly as filed once it is certified? It was a concern for many clients. It’s now settled! Thanks to an unique function exclusively available to authorized intermediaries, the underlined or bold characters, the numbering of paragraphs, the boxes, in brief the page layout is preserved at the time of the certification by Corporations Canada. Another good reason to subscribe to our IncoWeb® service!

For more information, please contact Annie Fredette at 514-861-2799, ext. 355, or via e-mail at afredette@crac.com
IncoWeb® training

Do you want to know more about our IncoWeb® online services? Whether you already subscribe to IncoWeb® or not, sign up for a free one-hour training session. Contact Me Annie Fredette via e‑mail at afredette@crac.com or on the telephone at 514-861-2799, ext. 355.

The training will introduce you to:

·         New work tools that will help you save time and money

·         Annual and Amending Declarations services with data extraction from the CIDREQ registry

·         The advantages of online corporate services

Training is offered in English or in French, generally early in the day, at our offices. We can, however, adapt to your specific requests regarding the schedule, and even bring the training to you if at least three people are interested in taking the training.
Share certificate templates

“They really work well!”

A comment often heard regarding our Word format (.doc) share certificates for printout. We have English and French versions of double-sided certificates for both federal and provincial (Quebec) incorporations.

They are easy to use and they’re free.

Give them a try! Contact our corporate law paralegals, who will gladly send you templates via e‑mail, or send us a note at the following address: expedition@crac.com
 
 
C.R.A.C. Corporate Research and Analysis Centre

1080 Beaver Hall Hill,
Suite 1717
Montreal (Quebec) Canada
H2Z 1S8
Tel: (514) 861-2722
Toll free: 1-800-361-5744
Fax: (514) 861-2751
E-mail: crac@crac.com

Notice: The information contained in INFO-CRAC® is of a general informative nature and in no way constitutes nor should it be construed as a legal opinion. INFO-CRAC® is published bi-monthly for the benefit of our clients. Please submit any comments in writing to crac@crac.com