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Business Names Act

R.S.O. 1990, CHAPTER B.17

Consolidation Period: From March 30, 2011 to the e-Laws currency date.

Last amendment: 2011, c. 1, Sched. 5, s. 2.

Definitions

1.  In this Act,

“business” includes every trade, occupation, profession, service or venture carried on with a view to profit; (“entreprise”)

“corporation” means a corporation wherever or however incorporated; (“personne morale”)

“Minister” means the Minister of Consumer and Business Services; (“ministre”)

“Ministry” means the Ministry of the Minister; (“ministère”)

“person” includes an individual, sole proprietorship, partnership, limited partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and an individual in his or her capacity as trustee, executor, administrator or other legal representative; (“personne”)

“prescribed” means prescribed by the regulations; (“prescrit”)

“Registrar” means the Registrar appointed under section 3; (“registrateur”)

“registered” means registered under this Act; (“enregistré”)

“regulations” means the regulations made under this Act. (“règlements”) R.S.O. 1990, c. B.17, s. 1; 1994, c. 27, s. 72 (1); 2001, c. 9, Sched. D, s. 13.

Registering name

2.  (1)  No corporation shall carry on business or identify itself to the public under a name other than its corporate name unless the name is registered by that corporation. R.S.O. 1990, c. B.17, s. 2 (1).

Idem

(2)  No individual shall carry on business or identify his or her business to the public under a name other than his or her own name unless the name is registered by that individual. R.S.O. 1990, c. B.17, s. 2 (2).

Same

(3)  No persons associated in partnership shall carry on business or identify themselves to the public unless the firm name of the partnership is registered by all of the partners. 1994, c. 27, s. 72 (2).

Same

(3.1)  No persons associated in partnership shall carry on business or identify themselves to the public under a name other than a firm name registered under subsection (3) unless the name is registered by all of the partners. 1994, c. 27, s. 72 (2).

Non-application

(3.2)  Subsection (1) does not apply to prohibit a corporation from carrying on business or identifying itself to the public by a name other than its corporate name if the name is set out in a partnership registration under subsection 4 (1) or a declaration under the Limited Partnerships Act. 1994, c. 27, s. 72 (2).

Same

(3.3)  Subsection (3) does not apply to prohibit persons associated in a limited partnership from carrying on business under the firm name in accordance with the Limited Partnerships Act. 1994, c. 27, s. 72 (2).

Exception

(4)  Subsection (3) does not apply to prohibit persons associated in partnership from carrying on business or identifying themselves to the public under a name that is composed of the names of the partners. R.S.O. 1990, c. B.17, s. 2 (4).

Idem

(5)  This section does not apply to prohibit the use of a name that contains characters from an alphabet other than the Roman alphabet if the name is used in conjunction with the registered name. R.S.O. 1990, c. B.17, s. 2 (5).

Name to be set out

(6)  A corporation and such other persons as are prescribed carrying on business under a registered name or, in the case of a corporation, identifying itself to the public under a registered name, shall set out both the registered name and the person’s name in all contracts, invoices, negotiable instruments and orders involving goods or services issued or made by the person. R.S.O. 1990, c. B.17, s. 2 (6).

Extra-provincial limited liability company

2.1  (1)  In this section,

“extra-provincial limited liability company” means an unincorporated association, other than a partnership, formed under the laws of another jurisdiction that grants to each of its members limited liability with respect to the liabilities of the association. 1998, c. 18, Sched. E, s. 33.

Registration

(2)  No extra-provincial limited liability company shall carry on business in Ontario unless it has registered its company name. 1998, c. 18, Sched. E, s. 33.

Use of “Limited”

(2.1)  Despite any other Act, the word “Limited” or any abbreviation of that word or any version of it in another language may be used in the registered company name of an extra-provincial limited liability company. 2010, c. 16, Sched. 8, s. 2.

Use of registered name only

(3)  No extra-provincial limited liability company shall carry on business in Ontario under a name other than its registered company name. 1998, c. 18, Sched. E, s. 33.

Exception

(3.1)  Despite subsections (2) and (3), an extra-provincial limited liability company may carry on business or identify itself to the public under a name other than its company name, if the name is set out in a partnership registration under subsection 4 (1) or a declaration under the Limited Partnerships Act. 2010, c. 16, Sched. 8, s. 2.

Laws of other jurisdiction

(4)  The laws of the jurisdiction under which an extra-provincial limited liability company is formed shall govern its organization and internal affairs and the liability of its managers and members. 1998, c. 18, Sched. E, s. 33.

Service

(5)  A person may serve a notice or document on an extra-provincial limited liability company at its Ontario place of business, if any, or its address required to be maintained under the laws of the jurisdiction of formation or its principal office address. 1998, c. 18, Sched. E, s. 33.

Registrar

3.  (1)  The Minister shall appoint a public servant in the Ministry as the Registrar. R.S.O. 1990, c. B.17, s. 3 (1).

Delegation of powers

(2)  The Registrar may delegate any of the duties or powers of the Registrar to any public servant employed under Part III of the Public Service of Ontario Act, 2006. 1994, c. 27, s. 72 (3); 2006, c. 35, Sched. C, s. 9.

Records

(3)  The Registrar shall maintain a record of every registration made under this Act or filed under the Limited Partnerships Act. R.S.O. 1990, c. B.17, s. 3 (3).

Available to the public

(4)  Any person is entitled to examine, during normal business hours, the records maintained by the Registrar. R.S.O. 1990, c. B.17, s. 3 (4).

Registration

4.  (1)  Upon payment of the required fee, any person may register a name for the purpose of complying with section 2 or 2.1 or section 44.3 or 44.4 of the Partnerships Act. 1998, c. 18, Sched. E, s. 34.

Period

(1.1)  The registration is effective for five years from the date it is accepted for registration by the Registrar. 1994, c. 27, s. 72 (4).

Idem

(2)  The Registrar shall not accept for registration a name that does not comply with the prescribed requirements. R.S.O. 1990, c. B.17, s. 4 (2).

Idem

(3)  Only letters from the Roman alphabet, Arabic numerals or a combination of letters from the Roman alphabet and Arabic numerals together with punctuation marks and such other marks as are prescribed may form part of a registered name. R.S.O. 1990, c. B.17, s. 4 (3).

Changes

(4)  If there is a change in information set out in a registration, the registrant shall register, in the prescribed form within fifteen days after the change, an amended registration showing the change. R.S.O. 1990, c. B.17, s. 4 (4).

Correcting information

(5)  If the Registrar has grounds to believe that information registered is not correct or current, he or she may give notice to the registrant requiring that the information be corrected or updated within the time specified in the notice. R.S.O. 1990, c. B.17, s. 4 (5).

Idem

(6)  A registrant receiving a notice under subsection (5) shall comply with the request in the notice or provide evidence to the Registrar that the information registered is correct or current, as the case may be. R.S.O. 1990, c. B.17, s. 4 (6).

Cancelling registration

(7)  The Registrar shall cancel a registration,

(a) if a name was accepted for registration that does not comply with the prescribed requirements;

(a.1) if the registrant fails to pay a fee required by the Minister under section 10.1; or

(b) if the registrant requests the cancellation. R.S.O. 1990, c. B.17, s. 4 (7); 2004, c. 19, s. 4.

Idem

(8)  The Registrar may cancel a registration if the registrant is given a notice under subsection (5) and does not comply with subsection (6). R.S.O. 1990, c. B.17, s. 4 (8).

Entering cancellation

(9)  The Registrar shall indicate, on the record, every cancellation under subsection (7) or (8). R.S.O. 1990, c. B.17, s. 4 (9).

Notice of cancellation

(10)  Before cancelling a registration other than on the request of the registrant or pursuant to a Court order, the Registrar shall give the registrant twenty-one days notice of the intention to cancel. R.S.O. 1990, c. B.17, s. 4 (10).

Appeal

(11)  A person whose application to register a name is refused may appeal to the Divisional Court within twenty-one days after the day of the refusal. R.S.O. 1990, c. B.17, s. 4 (11).

Idem

(12)  A registrant who receives a notice under subsection (10) may appeal to the Divisional Court within twenty-one days after receipt of the notice. R.S.O. 1990, c. B.17, s. 4 (12).

Idem

(13)  If a notice under subsection (10) is under appeal, the Registrar shall not cancel the registration unless a final determination is made upholding the Registrar’s decision. R.S.O. 1990, c. B.17, s. 4 (13).

Renewal of registration

5.  (1)  A registrant is entitled to renew a registration before it expires upon paying the required fee. R.S.O. 1990, c. B.17, s. 5 (1); 1998, c. 18, Sched. E, s. 35 (1).

Late renewal

(2)  A registrant is entitled to renew a registration within sixty days after it expires upon paying the required fee for late renewal. R.S.O. 1990, c. B.17, s. 5 (2); 1998, c. 18, Sched. E, s. 35 (2).

Effective date

(3)  A renewal made under subsection (1) or (2) is effective on the day immediately following the expiration day of the registration being renewed. R.S.O. 1990, c. B.17, s. 5 (3).

Liability for damages

6.  (1)  A person who suffers damages by reason of the registration of a name that is the same as or deceptively similar to another person’s registered name is entitled to recover compensation from the registrant for damages suffered because of the registration. R.S.O. 1990, c. B.17, s. 6 (1).

Note: On a day to be named by proclamation of the Lieutenant Governor, subsection (1) is repealed and the following substituted:

Liability for damages

(1)  A person is entitled to recover compensation from a registrant for damages the person suffered by reason of the registration by the registrant of a name that is the same as or deceptively similar to,

(a) a name registered by the person; or

(b) the person’s name, even though the person is not required to register that name under this Act. 2010, c. 16, Sched. 5, s. 2 (1).

See: 2010, c. 16, Sched. 5, ss. 2 (1), 7 (2).

Idem

(2)  For the purposes of subsection (1), the compensation is limited to the greater of $500 and the actual amount of damages incurred. R.S.O. 1990, c. B.17, s. 6 (2).

Note: On a day to be named by proclamation of the Lieutenant Governor, subsection (2) is repealed and the following substituted:

Same

(2)  The compensation under each of clauses (1) (a) and (b) is limited to the greater of $500 and the actual amount of damages incurred. 2010, c. 16, Sched. 5, s. 2 (2).

See: 2010, c. 16, Sched. 5, ss. 2 (2), 7 (2).

Cancelling registration

(3)  In giving a judgment for a plaintiff in an action brought under subsection (1), the court shall order the Registrar to cancel the registration that was the cause of the action. R.S.O. 1990, c. B.17, s. 6 (3).

Ability to sue

7.  (1)  A person carrying on business in contravention of subsection 2 (1), (2) or (3) or subsection 4 (4) or (6) is not capable of maintaining a proceeding in a court in Ontario in connection with that business except with leave of the court. R.S.O. 1990, c. B.17, s. 7 (1).

Idem

(2)  The court shall grant leave if the person seeking to maintain the proceeding satisfies the court that,

(a) the failure to register was inadvertent;

(b) there is no evidence that the public has been deceived or misled; and

(c) at the time of the application to the court, the person is not in contravention of this Act or the regulations. R.S.O. 1990, c. B.17, s. 7 (2).

Contracts valid

(3)  No contract is void or voidable by reason only that it was entered into by a person who was in contravention of this Act or the regulations at the time the contract was made. R.S.O. 1990, c. B.17, s. 7 (3).

Certified copies

8.  (1)  Upon the payment of the required fee, the Registrar shall issue to any person applying for it,

(a) a certified copy of the record with respect to any name registered; or

(b) if a name is not registered, a certificate so stating. R.S.O. 1990, c. B.17, s. 8 (1); 1998, c. 18, Sched. E, s. 36.

Idem

(2)  A certified copy or a certificate issued under this section is admissible in evidence in all courts as proof, in the absence of evidence to the contrary, of the contents of the document or of the non-registration of a name, as the case may be, without proof of the appointment or signature of the Registrar. R.S.O. 1990, c. B.17, s. 8 (2).

Idem

(3)  For the purpose of this section, the signature of the Registrar may be printed or otherwise mechanically or electronically reproduced. R.S.O. 1990, c. B.17, s. 8 (3).

Form of records

9.  (1)  Records prepared and maintained by the Registrar may be in bound or loose-leaf or electronic form or in a photographic film form or may be entered or recorded by any system of mechanical or electronic data processing or by any other information storage device that is capable of reproducing any required information in an accurate and intelligible form within a reasonable time. R.S.O. 1990, c. B.17, s. 9 (1); 1994, c. 27, s. 72 (5).

Idem

(2)  If records maintained by the Registrar are prepared and maintained otherwise than in written or other form, the Registrar shall furnish any copy required to be furnished in intelligible written form. R.S.O. 1990, c. B.17, s. 9 (2); 1994, c. 27, s. 72 (6).

Idem

(3)  A report reproduced from records prepared and maintained otherwise than in written form that purports to be certified by the Registrar is, without proof of the Registrar’s office or signature, admissible in evidence. R.S.O. 1990, c. B.17, s. 9 (3); 1994, c. 27, s. 72 (7).

Copies

(4)  The Registrar is not required to produce the original of a document if a copy is furnished in compliance with subsection (2). R.S.O. 1990, c. B.17, s. 9 (4).

Idem

(5)  For the purpose of this section, a document is a copy of an original if it contains all the information contained in the original. R.S.O. 1990, c. B.17, s. 9 (5).

Delivery of notices, etc.

9.1  (1)  A notice or other document that is required or permitted by this Act to be sent by the Registrar may be sent by ordinary mail or by any other method, including registered mail, certified mail or prepaid courier, if there is a record by the person who has delivered it that the notice or document has been sent. 1994, c. 27, s. 72 (8).

Same

(2)  A notice or other document referred to in subsection (1) may be sent by telephone transmission of a facsimile of the notice or other document or by another form of electronic transmission where there is a record that the notice or other document has been sent. 1994, c. 27, s. 72 (8).

Deemed delivery

(3)  A notice or other document sent by mail by the Registrar shall be deemed to have been received by the intended recipient on the earlier of,

(a) the day the intended recipient actually receives it; or

(b) the fifth business day after the day it is mailed. 1994, c. 27, s. 72 (8).

Same

(4)  A notice or other document sent by the Registrar by a method referred to in subsection (2) shall be deemed to be received by the intended recipient on the earlier of,

(a) the day the intended recipient actually receives it; or

(b) the first business day after the day the transmission is sent by the Registrar. 1994, c. 27, s. 72 (8).

Fax delivery

(5)  Subject to the regulations, a registration may be sent in duplicate to the Registrar by telephone transmission of a facsimile. 1994, c. 27, s. 72 (8).

Offence

10.  (1)  Every person who, without reasonable cause, contravenes section 2 or 2.1 or subsection 4 (4) or (6) or submits a statement in an application for a registration under this Act that is false or misleading with respect to any material fact is guilty of an offence and on conviction is liable to a fine of not more than $2,000 or, if the person is a corporation, to a fine of not more than $25,000. R.S.O. 1990, c. B.17, s. 10 (1); 1998, c. 18, Sched. E, s. 37.

Idem

(2)  If a corporation is guilty of an offence under subsection (1), every director or officer of the corporation and every person acting as its representative in Ontario who authorized, permitted or acquiesced in such an offence is also guilty of an offence and on conviction is liable to a fine of not more than $2,000. R.S.O. 1990, c. B.17, s. 10 (2).

Powers of Minister

Minister’s regulations

10.1  (0.1)  The Minister may make regulations,

(a) governing the registration of forms in electronic format, including the manner of acceptance of forms and the determination of the date of receipt;

(b) governing the registration of forms sent by telephone transmission of a facsimile;

(c) governing the custody and destruction of registrations and certificates. 2011, c. 1, Sched. 5, s. 2 (1).

Fees

(1)  The Minister may by order require the payment of fees for registrations, late renewals, search reports, or copies of documents or information, or other services under this Act and may approve the amounts of those fees. 1998, c. 18, Sched. E, s. 38.

Registrar’s regulations

10.2  The Registrar may make regulations prescribing forms and providing for their use. 2011, c. 1, Sched. 5, s. 2 (2).

Regulations

11.  The Lieutenant Governor in Council may make regulations,

(a) prescribing information to be contained in a registration;

(b) prescribing the duties of the Registrar;

(c) Repealed: 1998, c. 18, Sched. E, s. 39 (1).

(d)-(d.2) Repealed: 2011, c. 1, Sched. 5, s. 2 (3).

(d.3) authorizing the Registrar to enter into an agreement with any person respecting the use, disclosure, sale or licensing of records maintained under this Act and prescribing terms and conditions for any such agreement ;

(e) exempting any class of person or business from the application of section 2, or any provision in the regulations, and prescribing conditions for any such exemption;

(f) prescribing and prohibiting the use of connotations, suggestions, words, expressions or phrases in a name shown in a registration;

(g) Repealed: 2011, c. 1, Sched. 5, s. 2 (3).

(h) Repealed: 1998, c. 18, Sched. E, s. 39 (1).

(i) prescribing any matter required or permitted by this Act to be prescribed for which a specific power is not otherwise provided. R.S.O. 1990, c. B.17, s. 11; 1994, c. 27, s. 72 (9); 1998, c. 18, Sched. E, s. 39 (1); 2011, c. 1, Sched. 5, s. 2 (3, 4).

Note: Regulations made under clause (c) or (h), as those clauses read immediately before March 1, 1999, continue until the Minister makes an order under section 10.1, as enacted by the Statutes of Ontario, 1998, chapter 18, Schedule E, section 38, that is inconsistent with those regulations. See: 1998, c. 18, Sched. E, s. 39 (2).

Note: The Lieutenant Governor in Council may by regulation revoke regulations made under clause (c) or (h), as those clauses read immediately before March 1, 1999, if the Minister makes an order under section 10.1, as enacted by the Statutes of Ontario, 1998, chapter 18, Schedule E, section 38, that is inconsistent with those regulations. See: 1998, c. 18, Sched. E, s. 39 (3).

Transition

12.  (1)  A name or designation that is stated in a declaration or a renewal thereof filed under section 1 or 9 of the Partnerships Registration Act, being chapter 371 of the Revised Statutes of Ontario, 1980, shall be deemed to be registered under and in accordance with this Act and the regulations. R.S.O. 1990, c. B.17, s. 12 (1).

Idem

(2)  A registration of a name or style or a renewal thereof that is filed under section 2 of the Corporations Information Act, being chapter 96 of the Revised Statutes of Ontario, 1980, shall be deemed to be a registration under and in accordance with this Act and the regulations. R.S.O. 1990, c. B.17, s. 12 (2).

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