Husky Company Name

Husky face and Husky trademark- CIPO application 1211583

HUSKY is a common company name in Canada. There are more than 200 Husky trade names and corporate names registered in Canada.

There are 196 trademarks for the word Husky. 111 of the trademarks are active, while the rest are expired (abandoned, canceled, or expunged for non-use.)

Before registering another business name with the word Husky, make sure that there are no conflicts with any of the active trademarks listed below.

The following Business Name search shows that there are more than 200 Husky companies registered in Canada:

Note: Nuans business name searches are limited to 200 results. I could have found all of them if I searched business registrations for each province separately. This search report is not a complete listing. There are probably more listings since the search maxed out at 200 results.

Showing 1 to 100 of 200 entries
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Date modified:  

2018 Economic Outlook for Canada

2018 Economic Outlook for Canada

The 2018 economic outlook for Canada, according to Pierre Cléroux @PierreCleroux VP, Research and Chief Economist, BDC, is strong. The Canadian dollar will hover around $0.80 USD.

2018 Economic Outlook Video by Pierre Cléroux

Hello everyone.

Regarding the 2017 Economic Performance

  • Canada had an impressive economy growth of 3.1 percent in 2017.
  • Our economy weathered the oil price shock and is now on solid footing.
  • Export and business investments are up.
  • And the job market is thriving.

2018 Economic Outlook

What should we expect for 2018?
  • The world economy is improving as commodity prices are increasing.
  • The US economy our main trade partner is also gaining momentum.
  • All this is having a positive impact on Canada as demand for our products and services will be stronger.
  • We expect to have solid growth of over 2%.
  • In 2018 next year all Canadian provinces will have positive growth.
  • Provinces with the strong manufacturing base such as Ontario, Quebec, BC, and Manitoba will continue to benefit from our low [Canadian] dollar and the strong demand from the US.
  • On the other hand, oil producing provinces Alberta, Saskatchewan in Newfoundland Labrador will benefit from a stronger oil price.
However in all this positive outlook, there are some things to watch for.
First as the economy improves, we should see an increase in interest rates, both in Canada and the US. This will not be significant but nevertheless will increase the borrowing costs for business owners.
Second there are uncertainties related to the renegotiation of the NAFTA free trade agreement. We don’t know yet what would be the end of the NAFTA negotiation, but we believe that the US will remain an important and an interesting market for Canadian businesses.
Finally the Canadian dollar will remain around 80 cents in 2018.

What are the implications for Canadian entrepreneurs? 

  • As the world economy is growing this offers incredible opportunities for business owners.
  • There are few headwinds, but a lower dollar would continue to be an advantage for exporters.
  • Also let’s not forget that CETA, the new trade agreement we have signed with the European Union, will facilitate access to our market of half a billion people.
  • With interest rates still low, now is the right time for Canadian entrepreneurs to make the necessary investment to grow become more productive and more competitive.

Stephen Poloz: Bank of Canada governor on Canada’s economic future in 2018

00:45
that keep its governor Stephen poloz up
00:47
at night I had the chance to speak with
00:49
governor polos in an exclusive
00:51
one-on-one interview earlier today
00:53
here’s the first part of our
00:54
conversation governor welcome back to
00:58
the show
00:59
delighted nice to see everyone else has
01:01
begun this year or ended this year begin
01:03
to set us up for next year with the
01:05
economy’s doing great the markets are
01:07
going like gangbusters jobs are being
01:09
added and you come in to throw cold
01:11
water on the whole thing you you found
01:14
stuff that keeps you up at night even as
01:16
the economy is doing so well so that’s a
01:18
bit unfair as I did talked about you
01:20
talked about how well is doing we’ve had
01:22
a great year and you know since I became
01:25
governor it’s really the first really
01:26
good year and all the rest we’ve been
01:29
just playing defense right you know so
01:31
it’s been great to see things coming
01:33
together and our confidence is
01:36
increasing there are still some left
01:38
over things to do you know so we don’t
01:40
want people to forget those things and
01:42
just assume everything’s perfect cuz
01:44
it’s not how important is that part of
01:46
your job though to go and look for where
01:49
the risk is because I think we could be
01:50
blinded by it with everything that is
01:52
going so well right now well I think
01:53
it’s it’s it’s really all I think of
01:55
monetary policy it’s most people think
01:58
of it it’s kind of like an engineering
01:59
exercise when you know what the economy
02:01
is doing you just tweak like this and
02:03
everything’s perfect but in reality we
02:05
don’t know enough to be able to do that
02:07
and if you take that uncertainty into
02:10
your policymaking instead of just
02:12
assuming it
02:13
which is what the previous example does
02:15
then you start thinking about more as a
02:17
risk management exercise right so which
02:20
risk is worst that I face and how do I
02:22
protect against that which risk would
02:24
actually be good and in which case I’ll
02:26
let that go if it happens as you said
02:29
this is the first good year you’ve had
02:30
since since your tenure began has the
02:33
role changed as the economy has started
02:35
to climb back out again were you then
02:38
looking for sort of signs of good in the
02:40
economy to sort of tell us this and it’s
02:42
gonna get better in a couple quarters
02:43
down the road and now it’s shifted a
02:45
little bit you know we we went through a
02:47
phase when I first came which we ended
02:49
up calling serial disappointment Breck
02:51
as we had one step forward and then
02:53
another step back and nothing seemed to
02:55
go in a nice trend and then the oil
02:57
shock hit and of course this was at that
03:01
time we were actually getting quite
03:02
encouraged and men boom aw Christ shock
03:05
meant a two-year delay in that process
03:07
of getting back to where we belong and
03:09
so when I look at it like there’s never
03:12
really been a period that I could call
03:13
typical well you know every every period
03:15
has been unique we’re in a we’re in a
03:18
phase in history which is unique we hope
03:22
it stays unique because it’s a post
03:24
crisis economy where we still have
03:26
legacies legacy effects throughout our
03:29
economy and much even bigger ones in
03:32
other economies so nothing is as what
03:35
usually is is done you said in the
03:38
speech the economy is operating near its
03:40
capacity growth is forecast to run above
03:42
potential and yet at the same time to
03:44
remain slack in the labor market and
03:46
that that poses a downside risk to risk
03:48
inflation is that like having two
03:50
opposing thoughts in your head at the
03:51
same time and is that a big part of it
03:54
is trying to balance out where the good
03:55
is and where the bad well this is what I
03:57
mean by risk management so for us we say
04:00
you know by conventional measures the
04:02
economy is running basically at folk
04:03
full steam but we can see in the labor
04:06
market there is there’s excess capacity
04:09
there this is the sort of divergence
04:12
that happens when you have slow cycles
04:14
like we’ve had normally those things
04:16
would be perfectly correlated with each
04:17
other right and so right now they are so
04:19
what we want is the economy to grow
04:21
hotter for a while so that it uses up
04:24
that access
04:25
see that’s still in the labor market and
04:27
the way that will happen is companies
04:29
won’t invest more create new capacity
04:31
with more people and raise our level GDP
04:35
throughout okay so that’s the process
04:37
what I call a sweet spot that we’re
04:39
watching unfold now and it could last a
04:41
year or something in the US economy
04:44
well last 18 months or so always been in
04:46
that same place and I mean you mentioned
04:48
your three concerns where cyber threats
04:52
what was the other one house and and
04:54
housing prices and indebtedness and then
04:57
of course job concerns for the job
04:59
market for young people do all of those
05:01
sort of rotate around those the you know
05:03
business investment and exports and how
05:05
we as an economy are dealing with those
05:07
two core things well yeah some what some
05:10
do a cyber I think it was an independent
05:12
thing which is not really dependent on
05:15
the cycle or anything like that and but
05:18
the other two are actually longer-term
05:20
issues so they’re you know what we hope
05:22
is that those folks who are young who
05:24
have dropped out of the workforce so
05:26
they’re not counted at unemployment rate
05:28
today will return you know as the
05:31
conditions continue to improve in only
05:32
the last month we saw some signs of that
05:34
so sure so we’re encouraged by that and
05:36
you know there are like four percent of
05:38
them that were in the workforce before
05:40
and aren’t there now in terms of the
05:42
household debt thing a governor can’t
05:45
give a speech without talking about that
05:47
because that’s our number-one concern
05:48
and the fact is we’ve accumulated all
05:52
that in the post-crisis period it was a
05:55
byproduct of the monetary policy we
05:57
followed we understand all that and so
05:59
what we want to do is make sure that we
06:01
don’t do something abroad or in someone
06:03
to put a put our our future outlook in
06:05
danger
06:06
by under estimating how important that
06:08
is it’s important in two ways if
06:10
interest rates are higher today has a
06:12
different effect because of the level of
06:13
debt but secondly the the vulnerability
06:16
is there so that if there were a shock
06:18
like we had in 2008 today the effects
06:21
would be much larger on the economy
06:23
that’s a magnifying effect and so that
06:25
vulnerability becomes an actual risk if
06:27
some some some shock hits and so what we
06:30
want is the economy become more
06:32
resilient more sustainable through time
06:34
hence the changes to the mortgage rules
06:36
etc
06:36
and really quickly on on just sort of
06:38
the direction of things you’re sounding
06:40
a cautionary tone the us pushing ahead
06:42
really quickly and plans to have a
06:44
number of hikes over the next year’s I
06:46
think we’re they’re gonna be up three
06:47
point one percent at three point one
06:49
percent by 2020 can we afford to take
06:51
that cautionary stance as we see a
06:54
divergence in interest rates in the US
06:55
well it’s very important that we have an
06:57
independent monetary policy our
06:59
inflation targets are our inflation
07:00
targets missile witness that back in
07:03
2015 when the oil price shock was really
07:05
having its effecting the economy we cut
07:07
rates twice a year while the Fed raised
07:09
rates so that’s proof that we can have
07:11
an independent policy because that all
07:13
shock were a year or two behind the u.s.
07:15
in the cycle and so we have some more
07:18
time in front of us and so I think we
07:21
can have our independent policy while

07:22
the Fed goes about its business the

Deducting Incorporation Costs

The 2016 Canadian Federal budget included a new tax deduction regarding incorporation costs and fees. The 2016 Budget also proposed to allow small balances of eligible capital property carried over to the new CCA class to be deducted more quickly and to allow up to $3,000 in incorporation costs to be deducted as a current expense. The latter measure will allow approximately 80 per cent of newly incorporated businesses to deduct the full amount of the incorporation expenses in their initial year.” This measure is applicable as of January 1, 2017, and is also valid for reorganization and amalgamation costs.

Registering as a Professional Corporation In Ontario

The colleges of many regulated professions in Ontario permit their members to incorporate as a Professional Corporation in Ontario. These colleges do not permit a federal corporation, an out-of-province corporation, nor an LLC to receive a Certificate of Authorization. So you need to order an Ontario biased Nuans report for your corporate name and incorporate in Ontario.

NUANS Search Ontario

College of Optometrists of Ontario

Before applying for articles of incorporation, members are advised to review the College’s application package for a Certificate of Authorization, Regulated Health Professions Act (RHPA) including the Health Professions Procedural Code(sections 85.8-85.14), and College by-laws. Applicants are urged to ensure that they are in compliance with regulations governing the corporation name as this is strictly enforced.

Incorporation

Extra-provincial registration in Ontario

To register your Delaware or Florida corporation in Ontario, you will have to apply to register it with the Extra-Provincial Licence Form 1 Extra-Provincial Corporations Act form.

An extra–provincial domestic corporation (e.g. Alberta) without an Ontario Corporation Number wishes to operate in Ontario

If an extra–provincial domestic corporation wishes to operate in Ontario, the corporation must file an Initial Return / Notice of Change by an Extra Provincial Corporation – Form 2 under the Corporations Information Act with the Central Production and Verification Services Branch, Ministry of Government and Consumer Services. You must include a photocopy of the page or pages of the most recent articles (e.g. incorporation/ amalgamation/ amendment) or other constating documents, containing the correct name and incorporation/amalgamation date, and the names of the amalgamating corporations, filed with the jurisdiction to which the corporation is subject. Where an amendment has been filed, pages 1 and 2 of the Articles of Amendment showing both the former and amended corporation names are to accompany the Form 2.

If the Initial Return/Notice of Change, Form 2 is submitted by mail, the processing time is 25 business days. If the Initial Return/Notice of Change, Form 2 is submitted to the Information Desk in the Public Office, the Branch will process it within 48 hours provided that a cover letter is attached that outlines in detail the circumstances that require expedited service. Requests for 48–hour service and the Form 2 must be submitted and picked-up at the Public Office in Toronto.

There is no fee for filing the Initial Return/Notice of Change, Form 2.

Note: This service is not available at ServiceOntario workstations or through the private–sector Service Providers under contract with the Ministry of Government and Consumer Services, by fax, or via the Internet.

 

Extra-Provincial Registration Steps

For Canadian corporations which are not from Ontario:

 
If a Canadian corporation opens an office in Ontario it requires an extra-provincial licence. In this case, the Province of Ontario will not charge for the extra-provincial license. Canada Corporations don’t need an Ontario Nuans report. It needs to file 
 
If a corporation from another Canadian province wishes to open an office in Ontario, it must also register for an extra-provincial license.
 
And it must do the following:
 
 
  • File an “Initial Return/Notice of Change” with the Ontario MGS Companies Branch within 60 days of beginning to carry on business in Ontario or within 15 days after the change or changes take place. There is no fee for the filing of the Initial Return or Notice of Change;
 
  • Provide a copy of the corporation’s Articles of Incorporation and any amendments to the Articles to the Companies Branch;
 
  • Provide any future amendments to their Articles and updates to corporate information that it has already provided to the Companies Branch.
 
Canadian non-Ontario corporations are usually required to pay Ontario taxes. It should provide the relevant information on the corporation’s T2 Annual Return. Tax filings are the only annual Ontario filing requirements for Canadian non-Ontario corporations.
 
If a Canadian non-Ontario corporation later decides to stop carrying on business in Ontario, the corporation is required to file a notice with the Companies Branch.
 
For non-Canadian corporations:
 
Non-Canadian corporations are required to register in Ontario if they do business in Ontario. They are required to do the following:
 
  • Complete and submit two original, signed copies of the “Application for Extra-Provincial Licence;
 
  • Appoint an agent for service;
 
  • Perform (and submit) an Ontario name search report (called NUANS);
 
  • Provide original “Certificates of Status” issued by the corporation’s home governments (and signed by a properly authorized official of that government).
 
The Certificate of Status must include:
 
(a) the name of the corporation;
 
(b) the date of incorporation or amalgamation;
 
(c) the jurisdiction to which the corporation is subject (e.g. State of Delaware); and
 
(d) a statement indicating that the corporation is a valid and subsisting corporation.
 
  • If the government of the corporation’s home jurisdiction will not issue an original Certificate of Status, then the corporation is required to submit a legal opinion from a lawyer authorized to practise in that jurisdiction to confirm the corporation’s status in its home jurisdiction.
 
After an extra-provincial licence is obtained, the non-Canadian corporation holding the licence will be required to file an “Initial Return/Notice of Change” within 60 days after beginning to carry on business in Ontario (much like a domestic, non-Ontario corporation).
 
If any of that information changes, the corporation must notify and update the Companies Branch within 15 days. Key changes could include changes to a corporation’s name, changing a corporation’s home jurisdiction, changing a corporation’s agent for service, and/or changing a registered office address.
 
If a non-Canadian corporation decides to stop carrying on business in Ontario, the corporation must complete and submit several forms to the Companies Branch.

Shareholders Equity

Shareholders’ equity is listed on a corporation’s balance sheet and measures its net worth. A corporation’s shareholders’ equity is calculated by subtracting a company’s total liabilities from its total assets, which are also listed on a corporation’s balance sheet.

Shareholders’ equity is the value of a corporation which is the property of its ordinary shareholders. A corporation is owned by its shareholders.

In our sample class A, B, C and D share structure, a corporation is generally controlled by its Class A shareholders. Employee shareholder equity may be granted as Class B shares, to avoid tax consequences, but they will not be able to vote at shareholder meetings. Passive equity investors are usually class C and D shareholders. Class D shareholders get paid dividends before shareholders of class A, B, and C shares, but their dividend is not cumulative if the corporation does not turn a profit in a given year.



 

Shareholder Resolution

Shareholder Resolution

A shareholder resolution may be an ordinary resolution, a special resolution, or a unanimous resolution.

Shareholders exercise most of their influence over how the corporation is run by passing resolutions at shareholders’ meetings based on the proportional number of shares each shareholder holds.

Ordinary resolutions

Ordinary resolutions require a simple majority (50 percent plus 1) of votes cast by shareholders. For example, shareholders usually carry out the following actions by ordinary resolutions:

  • elect directors
  • appoint auditors
  • approve by-laws and
  • by-law changes.

Special resolutions

Special resolutions must have the approval of two-thirds of the votes cast. For example, shareholders usually carry out the following actions by special resolutions:

  • make fundamental changes (for ex., amending the corporation’s name; amending the articles regarding such matters as the province of registered office;
  • restrictions on share transfers;
  • restrictions on activities; and
  • changes involving such matters as amalgamation and continuance,
  • asset sales to sell all, or substantially all, of the corporation’s assets, and
  • dissolution, to distribute all of a corporation’s property to the shareholders after discharging all of the corporation’s liabilities.

Unanimous resolutions

Unanimous resolutions must have the approval of all shareholders who are entitled to vote. For example, if shareholders agree to not appoint an auditor, the decision must be unanimous.

Shareholders’ meetings

A shareholders’ meeting allows shareholders to obtain information about the corporation’s business and to make appropriate decisions regarding the business.

A shareholder’s right to attend and vote at a meeting depends on the rights attached to the shares that person holds (see Class of shares). As a general rule, shareholders who are entitled to vote at a meeting are entitled to attend the meeting. The Canada Business Corporations Act (CBCA) gives holders of non-voting shares the right to attend certain meetings and vote on certain fundamental issues.

A shareholder entitled to vote has the right to appoint a proxy holder to attend and vote on his or her behalf at any shareholders’ meeting. If your corporation has more than 50 shareholders or is a distributing corporation, certain rules apply regarding sending a form of proxy. Consider consulting a lawyer or another professional.

Calling a shareholders’ meeting

The directors must notify voting shareholders of the time and place of a shareholders’ meeting. They must do so no more than 60 days and no fewer than 21 days before the meeting date. For example, if the meeting is to be held on May 20, the notice of the meeting should be sent no earlier than March 22 and no later than April 30.

Unless otherwise provided by the by-laws or the articles, this notice can be sent electronically to shareholders if they have previously consented to receiving such notices electronically and if they have designated a system for receiving them.

Annual meeting

The CBCA states that a corporation “must hold a shareholders’ meeting on a date that is no later than 15 months after holding the last preceding annual meeting, but no later than six months after the end of its preceding financial year”. Alternatively, shareholders can pass a resolution in lieu of a meeting.

The notice for the annual meeting must address the following issues:

  • appointing an auditor or waive the appointment of an auditor
  • electing directors
  • considering the corporation’s financial statements
  • raising any other business they wish to address.

Annual meeting agenda

Annual shareholders’ meetings must have on the agenda, at a minimum:

  • consideration of the financial statements,
  • appointment of an auditor (or a resolution of all shareholders not to appoint an auditor),
  • election of directors, and
  • any other business.

Often, the agenda includes an additional item: “any other business”. This portion of the meeting allows shareholders to raise any other issues of concern to them. If directors want shareholders to consider a matter, it should be listed in the agenda before the meeting and not raised as “any other business”.

Location of the shareholders’ meeting

The annual meeting can be held in Canada at a place specified in the by-laws. If the by-laws do not specify a location, the directors can choose one. An annual meeting can be held outside Canada only in cases where the corporation’s articles permit it or if all voting shareholders agree.

Unless otherwise stated in the by-laws, a corporation can allow shareholders to attend the meeting electronically. The communications system used must allow all participants to communicate adequately with each other during the meeting.

Also, if the corporation’s by-laws permit it, the directors of a corporation can decide that a meeting of shareholders will be held entirely by means of a telephonic, electronic or other communication medium that will allow all participants to communicate adequately with each other during the meeting. In such cases, it is the responsibility of the corporation to make these facilities available.

Special meetings

Shareholders can also be called to special meetings. The notice for a special meeting must:

  • state the time and place of the meeting
  • provide shareholders with enough information in advance so that they know what they will be asked to consider and vote on at the meeting.

Agendas for special meetings of shareholders usually deal with specific questions or issues, such as whether to approve a fundamental change proposed by the corporation’s directors. A fundamental change could include amending the articles of incorporation or changing the corporation’s name. Generally, a corporation’s directors will call a special meeting of the shareholders when they would like to undertake a particular activity or a special issue that requires shareholder approval.

It is often convenient to combine special meetings with annual meetings. The notice for such a meeting must clearly indicate what special business will be considered.

Resolution in lieu of a shareholders’ meeting

In a small corporation, where one or few individuals act as directors, officers and shareholders, shareholders’ meetings may not be necessary. Shareholders in these corporations often prefer to act through written resolutions.

A resolution in lieu of a meeting is a written resolution (signed by all shareholders who are entitled to vote at the meeting) that deals with all matters that need to be addressed at a shareholders’ meeting. This resolution is just as valid as it would be if passed at a meeting of shareholders.

Resolutions should be kept in the corporation’s records (see Maintaining the corporation’s records).

Other requirements of the shareholders’ meeting

Annual and special meetings also have other requirements related to quorum, electronic voting and minutes of the meeting.

Quorum

No business that is binding on the corporation can be conducted at annual or special shareholders’ meetings unless a quorum of shareholders is present or represented. Your corporation’s by-laws can define a quorum. Unless the by-laws state otherwise, a quorum is present at a meeting when the holders of a majority of the shares entitled to vote at the meeting are present in person or represented by proxy, regardless of the number of persons actually present at the meeting.

Electronic voting

Unless your corporation’s by-laws specifically forbid it, electronic voting is allowed. The one requirement is that the vote can be verified without knowing how each shareholder voted.

Minutes of the meeting

Your corporation must keep a written record of the meeting. This record usually includes such information as:

where and when the meeting was held
who attended
what resulted from any voting.
These records are commonly referred to as “minutes” of the meeting and are usually kept in a minute book and with the corporate records.

Shareholder agreements

A shareholder agreement is an agreement entered into by some, and usually all, of the shareholders of a corporation. The agreement must be in writing, and must be signed by the shareholders who are party to it. While shareholder agreements are specific to each corporation and its shareholders, most of these documents deal with the same basic issues.

The CBCA allows shareholders to enter into written agreements that restrict the powers of the directors to manage or supervise the management of the corporation in whole or in part. However, when shareholders sign an agreement to assume the rights, powers and duties of directors, they should be aware that they are also agreeing to assume the liabilities of those directors to an equal degree. These are called unanimous shareholder agreements.

The relationship among shareholders in a small corporation tends to be very much like a partnership, with each person having a say in the significant business decisions the corporation will be making. Obviously, a shareholder agreement is not necessary in a one-person corporation. However, consider entering into a shareholder agreement if you have more than one shareholder or when you want to bring in other investors as your business grows.

Management of the corporation and relations among shareholders

Under the CBCA, the board of directors has control over the management of the corporation unless there is a unanimous shareholder agreement that transfers the powers and liabilities of the directors to the shareholders. Because directors are elected by ordinary resolution of the shareholders, if one shareholder has more than 50 percent of the votes, that shareholder alone can decide who will sit on the board. If minority shareholders (those with a small stake in the corporation) in a small corporation do not feel adequately protected by a board of directors elected by a majority shareholder, they might want to negotiate a shareholder agreement that better protects their investment in the corporation.

  • Right to sit on the board: A very common shareholder agreement provision for a small corporation is one that gives all the shareholders the right to sit on the board of directors or nominate a representative for that purpose. Each shareholder agrees in the document to vote his or her shares in such a way that each one is represented on the board, thus ensuring all shareholders an equal measure of control.
  • Higher shareholder approval than the CBCA: Shareholder agreements can provide that certain significant decisions require a higher level of shareholder approval than is set out in the CBCA. For example, an agreement might provide that a decision to sell the business must be approved unanimously by all shareholders, whereas the CBCA requires only a special resolution (approval by two thirds of shareholders).
  • Future obligations: Shareholder agreements can set rules directing how the future obligations of the corporation will be shared or divided. For instance, each shareholder invests a minimal amount to get the business going, looking to bank loans or other credit for growth. The shareholders could agree that, when other means of raising funds are not available, each shareholder will contribute more funds to the corporation on a pro rata basis. This means simply that the extent of a shareholder’s obligation to fund the corporation would be determined by the extent of that shareholder’s ownership interest (the percentage of shares held) in the corporation. So, three equal partners starting a corporation (with equal shares held by each) might sign a shareholder agreement that each will be responsible to fund one third of any future obligations of the company through the purchase of more shares.
  • Future purchase of shares: Other rules often found in shareholder agreements govern the future purchase of shares in a corporation when no funding is needed. In such a case, the shareholders could agree to maintain the same percentage of holdings among themselves. Three equal partners could agree that no shares in the corporation will be issued without the consent of all shareholders/directors. Without such an agreement, two shareholders/directors could issue shares by an ordinary or special resolution (because they control two thirds of the votes) to themselves without including or requiring the permission of the third shareholder/director.

Restrictions on share transfers

Restrictions on share transfer are used so that shareholders can control who will become a shareholder in their corporation.

By placing such restrictions in a shareholder agreement instead of in your articles, shareholders can remove or alter them without the corporation having to file articles of amendment. Note that these restrictions are separate from the restrictions placed in your articles of incorporation as part of the non-distribution corporation restrictions.

Another provision is the right of first refusal, which basically states that any shareholder who wants to sell his or her shares must first offer those shares to the other shareholders of the company before selling them to an outside party.

Shareholder agreements can also set out rules for the transfer of shares when certain events occur, such as the death, resignation, dismissal, personal bankruptcy or divorce of a shareholder. The restrictions can include detailed plans governing when a shareholder can or must sell his or her shares, or what happens to those shares after the individual shareholder has left. The shareholder agreement, for example, could require that the shares be transferred to the remaining shareholders or to the corporation, often at fair market value.

These provisions are complex and usually set out mechanisms to manage the transfer, such as sending notices and establishing how the transfer price will be funded. Operators of small corporations who enter into agreements with this sort of exit provision sometimes purchase life insurance to fund the payment obligations of the party who will be purchasing the shares.

Other shareholder agreement provisions could include non-competition clauses, confidentiality agreements, dispute resolution mechanisms and details on how the shareholder agreement itself is to be amended or terminated.

Special Shareholder agreements

The CBCA deals specifically with two particular types of shareholder agreements.

Pooling agreements:

The CBCA provides that shareholders can, in a written agreement between two or more shareholders, agree on how, in any particular manner, their respective shares will be voted on. Shareholders could enter into an agreement solely for the purpose of determining, for instance, how they will vote their shares to elect directors. Shareholders can also decide to include a pooling provision in a larger shareholder agreement.

Unanimous shareholder agreements:

Using these agreements, which must be in writing, the CBCA permits all of the shareholders of the corporation to transfer all or some of the powers of the directors to the shareholders. Where there is only one shareholder, that person can sign a written declaration that has the same effect as a unanimous shareholder agreement. The wording must be precise: an agreement signed by all of the shareholders does not fit the definition of a unanimous shareholder agreement if it does not deal with the transfer of powers, and the responsibilities that go along with them, from the directors to the shareholders.

 

Business Names Conflicting with Trademarks

Federal Cases: Business Names Conflicting with Trademarks

  • Business names may be registered as a sole-proprietorship, partnership, corporation name, or a trade name owned by a corporation.
  • If a business name is used as a trademark, then that use confers on the owner the rights to that mark, including the exclusive right to use that mark and to register it, if it is distinctive.
  • Whoever first registers a trademark for their trade name has the upper hand.
  • Here are some litigious business name cases that have cost business owners many thousands of dollars. Arguing in court over who has priority to a name is very expensive. Cases often cost more than $100,000 for each side.

DIVINE HARDWOOD FLOORING LTD. v. DIVINE FLOORING INC., ET AL  Browse T-777-16

FLATIRON BUILDING GROUP INC v. FLATIRON CONSTRUCTION GROUP Browse T-890-16

Hertz System Inc v Herc Equipment Rentals Inc. T-409-16

  • HERC EQUIPMENT RENTALS INC. ON-1389811 Incorporated on 2000-01-24 Active
  • Hertz System announced that it would change its name to Herc Rentals in March 2014
  • In March 2014, HERTZ announced its plan to make its equipment rental business a stand-alone business (from its vehicle rental business) and further announced that this stand-alone business would be known as Herc Rentals.

Masterpiece Inc v Alavida Lifestyles Inc, 2011 SCC 27

MILANO PIZZA LTD V. MILANO CITY PIZZA LTD T-43-16

RE/MAX, LLC v. PROPERTY MAX REALTY INC. AND OTHERS T-545-16

Time Development Group Inc. v. Times Group Corporation:

  • Plaintiff registered its corporate name as a trademark, Times Group Corporation
  • The Federal Court framed the main issue as one of confusion: Was confusion likely between the registered trademark, TIMES GROUP CORPORATION, and the tradename, TIME DEVELOPMENT GROUP?
  • [13] With respect to TDG’s second argument, TDG points to Times’ trade-mark application in which Times asserted that it began using its mark in 2011. TDG began using its trade-name in 2008. TDG says that its prior use of an allegedly confusing trade-name should have disentitled Times from registering its mark. This is incorrect. It is the use of a trade-mark that confers on the owner the rights to that mark, including the exclusive right to use that mark and to register it. (Masterpiece Inc v Alavida Lifestyles Inc, 2011 SCC 27 at para 35-36; Trade-marks Act, s 16). The evidence set out below shows that Times has used its trade-names and mark at least since 2006: this is both before TDG began using its trade-name and well before Times’ registration of its mark in 2014. Therefore, in my view, Times clearly had the right to register its mark and to acquire the exclusive right to use it; the real question is whether TDG should be prevented from using its trade-names on grounds of confusion.
  • In 2016 FC 1075, the Federal Court declared that the registered trademark had been infringed and ordered that the appellants refrain from using “its trade-names and any confusingly similar variants.”
  • Decision upheld on appeal 2017 FCA 125 (Justice Dawson; Justice de Montigny; Justice Woods)

U-HAUL INTERNATIONAL INC v. U BOX IT INC A-3-16 appeal from 2015 FC 1345 in T-2448-14

WESTERN DRIVING ACADEMY OF LONDON INC. v. WESTERN CITY DRIVING SCHOOL INC. T-700-16



Company Names

A company name is either its corporate name or its trade name.

Trade Names and DBA

A corporation may choose to register a trade name as a division of their corporation. A trade name is a DBA (doing business as) name and it is also referred to as an o/a (Operating As) name. Often corporations will be registered as a numbered corporation and use one or more trade names. A corporation with a name may also use a trade name.

A trade name registered by a corporation should be always used in conjunction with the corporate name on all invoices, contracts, and purchase orders to give notice to others that they are dealing with a corporation and not a sole-proprietor or a partnership. An example of a proper usage is Michaels Inc. o/a Michaels Business Services. Another example is The Hudson Bay Company o/a The Bay.

An individual or a partnership typically register their business name as a trade name.

Trade name registrations last 5 years and they must be renewed every 5 years. There is usually a 6 month grace period before the trade name is permanently cancelled. If you fail to renew your trade name before it is cancelled, you will have to re-register the trade name as a new trade name.

Order a Nuans pre-search report or an Ontario Nuans report before registering your trade name.

 

Picking company names can be difficult. Good company names enable businesses to be successful in the long term.

Guidelines for Picking Good Company Names

  • Pick a company name that is unique.
  • Pick a distinctive name that is brandable.
  • Pick a name that is easy to spell. Try to only use words that are spelled properly in English or French, unless it is an ethnically targeted business.
  • Pick a short name, and preferably one with less than 4 words. i.e.: Trademark Pro

Pick Unique Company Names

Corporations Canada does not permit someone to pick a name for a federal corporation that is confusingly similar to an existing trademark or trade name registered anywhere in Canada, without the existing trademark or trade name owner’s consent. Corporations Canada’s test for what is confusingly similar is different from the test provided under the Trade-Marks Act.

When Corporations Canada refuses a proposed company name, incorporators often switch to registering their desired company name under the laws of a province where they operate, because the provinces are less strict in their tests for registering confusing names.

In Ontario, like most other provinces, the Business Names Act requires company names to be both unique and not deceptively similar to an existing registered name in Ontario, or as a person’s name, without their consent.

 

If the business will be an operating company:

  • Pick a company name where the first word or two is available as a domain name, i.e.: trademarkpro.ca
  • A company name, less any legal ending, is essentially a trade name.
  • Pick a company name that is not confusingly similar to any trademark or the trade name of any business operating in a similar line of business.

Review the trademark listings in the last two pages of a Nuans report of your proposed corporate name for conflicts. If your business will compete with any of the trademark registrants, be prepared for a trademark infringement suit. Trademark infringement suits may be brought in either the Federal Court of Canada or the Superior Court of your province.

In a recent case, Western Driving Academy of London Inc. sued Western City Driving School Inc. in the Federal Court of Canada for trademark infringement of its Western Driving Academy trademark. Both driving schools operate in London Ontario, the home of Western University and the only common word is Western.




 

The Trade-marks Act provides the following factors to consider when deciding a name is confusingly similar to any trademark or trade name.

When mark or name confusing

  •  (1) For the purposes of this Act, a trade-mark or trade-name is confusing with another trade-mark or trade-name if the use of the first mentioned trade-mark or trade-name would cause confusion with the last mentioned trade-mark or trade-name in the manner and circumstances described in this section.

  • (2) The use of a trade-mark causes confusion with another trade-mark if the use of both trade-marks in the same area would be likely to lead to the inference that the goods or services associated with those trade-marks are manufactured, sold, leased, hired or performed by the same person, whether or not the goods or services are of the same general class.

  • (3) The use of a trade-mark causes confusion with a trade-name if the use of both the trade-mark and trade-name in the same area would be likely to lead to the inference that the goods or services associated with the trade-mark and those associated with the business carried on under the trade-name are manufactured, sold, leased, hired or performed by the same person, whether or not the goods or services are of the same general class.

  • (4) The use of a trade-name causes confusion with a trade-mark if the use of both the trade-name and trade-mark in the same area would be likely to lead to the inference that the goods or services associated with the business carried on under the trade-name and those associated with the trade-mark are manufactured, sold, leased, hired or performed by the same person, whether or not the goods or services are of the same general class.

  • What to be considered

    (5) In determining whether trade-marks or trade-names are confusing, the court or the Registrar, as the case may be, shall have regard to all the surrounding circumstances including

    • (a) the inherent distinctiveness of the trade-marks or trade-names and the extent to which they have become known;

    • (b) the length of time the trade-marks or trade-names have been in use;

    • (c) the nature of the goods, services or business;

    • (d) the nature of the trade; and

    • (e) the degree of resemblance between the trade-marks or trade-names in appearance or sound or in the ideas suggested by them.

  • R.S., 1985, c. T-13, s. 6;
  • 2014, c. 32, s. 53.

 

Business Names Act, R.S.O. 1990, c. B.17

Liability for damages

6. (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).

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).

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).

What is a Trademark?

Restrictions Respecting Names

There are some restrictions respecting names under the Business Names Act in Ontario, as outlined in the following:

Ontario Regulation 122/91: Restrictions Respecting Names

Consolidation Period: From June 1, 2005 to the e-Laws currency date.

Last amendment: O.Reg. 247/05.

This is the English version of a bilingual regulation.

General

1. The first character of a name shown in a registration must be a letter of the Roman alphabet or an Arabic numeral. O. Reg. 122/91, s. 1.

2. (1) For the purposes of subsection 4 (3) of the Act, the following are prescribed as the punctuation marks and other marks that may form part of a registered name:

! ” # $ % & ’ ( ) * + , – . / : ; > = < ? [ ] \ ^ ` ´ ¸ @

O. Reg. 122/91, s. 2 (1); O. Reg. 247/05, s. 1 (1).

(2) A name shown in a registration must not consist only or primarily of a combination of punctuation marks and other marks. O. Reg. 122/91, s. 2 (2).

(3) A name shall be set out in a registration with only one space between each word. O. Reg. 247/05, s. 1 (2).

3. If the name contains characters from an alphabet other than the Roman alphabet, the name shown in the registration must consist of a translation of the name into a language which contains only letters from the Roman alphabet. O. Reg. 122/91, s. 3.

Prohibited Usage

4. (1) A name shown in a registration must not include, in any language, a word or expression that is contrary to public policy, including a word or expression that is scandalous, obscene or immoral. O. Reg. 122/91, s. 4 (1).

(2) A name shown in a registration must not use a word or expression that would suggest that the registrant is engaged in an activity that is contrary to public policy. O. Reg. 122/91, s. 4 (2).

5. A name shown in a registration must not include a word, an expression or an abbreviation the use of which is prohibited under a federal Act or an Ontario Act. O. Reg. 122/91, s. 5.

6. A name shown in a registration must not use Arabic numerals or a word or expression that would suggest that the name is a corporate number name. O. Reg. 122/91, s. 6.

7. A name shown in a registration must not use a word or expression that would suggest that the registrant is a form of organization that the registrant is not. O. Reg. 122/91, s. 7.

Restrictions Respecting Names

8. (1) A name shown in a registration must not include the name of a specific individual,

(a) unless, at any time before or during the period of the registration of the name, the individual has or had a material interest in the business or activity carried on by the registrant; and

(b) unless the individual consents in writing to the use of his or her name. O. Reg. 122/91, s. 8 (1).

(2) For the purpose of clause (1) (b), if the individual is deceased and his or her death occurred within thirty years before the name is registered, the heir, executor or administrator of the individual may consent in writing to the use of the individual’s name. O. Reg. 122/91, s. 8 (2).

(3) This section does not apply if the individual is deceased and his or her death occurred thirty years or more before the name is registered. O. Reg. 122/91, s. 8 (3).

9. A name shown in a registration must not include a word, expression or abbreviation the use of which is restricted under a federal Act or an Ontario Act unless the registrant satisfies the restriction. O. Reg. 122/91, s. 9.

10. (1) Subject to subsection (2), a name shown in a registration must not include a word or expression that suggests that the business or activity of the registrant is connected with,

(a) the Crown in right of Canada or in right of a province;

(b) the Government of Canada, of a territory or of a province;

(c) a municipality; or

(d) an agency of the Crown, government or municipality. O. Reg. 122/91, s. 10 (1).

(2) If the registrant obtains the written consent of the applicable Crown, government, municipality or agency, a name shown in a registration may include a word or expression described in subsection (1). O. Reg. 122/91, s. 10 (2).

11. A name shown in a registration must not include in any language the word “college”, “institute” or “university”, if the use of the word would suggest that the registrant is a post-secondary educational institution, unless the Minister of Colleges and Universities gives written consent to the use of the word. O. Reg. 122/91, s. 11.

Exceptions

12. (1) Sections 1, 2, 3, 6, 7, 8, 10 and 11 do not apply with respect to a name shown in a registration if, on the 30th day of April, 1991,

(a) the registrant was using the name; and

(b) the registrant was not required to file a declaration under the Partnerships Registration Act(R.S.O. 1980, c. 371) respecting the name. O. Reg. 122/91, s. 12 (1).

(2) Sections 1, 2, 3, 6, 7, 8, 10 and 11 do not apply with respect to a name shown in a registration,

(a) if the registrant was using the name on the 30th day of April, 1991; and

(b) if the registrant was required, on the 30th day of April, 1991, to file a declaration under the Partnerships Registration Act (R.S.O. 1980, c. 371) respecting the name before the 1st day of July, 1991. O. Reg. 122/91, s. 12 (2).

13. Omitted (provides for coming into force of provisions of this Regulation). O. Reg. 122/91, s. 13.

The text of this Ontario regulation is subject to change, so please click and read the official version at:

http://www.ontario.ca/laws/regulation/910122

Website Disclaimer:

  1. This website is not legal advice.  We hope you find this website and any embedded videos interesting and educational.
  2. Get legal advice: If you need legal advice about registering and operating your business, contact and retain a business lawyer. They will need to do a conflicts check, before they can provide any legal advice tailored to your particular circumstances.
  3. I am not your lawyer. Not even if you send me an e-mail or call me. This is purely a transactional website for the purchase of Nuans reports to register your business. The reports are official NUANS reports as authorized by Industry Canada.
  4. Accuracy: We make best efforts to ensure the information published is correct, but it is not legal advice.  Don’t rely on it as though it is. Click and review the official version of the Act to get the most up-to-date version of the Act. This website’s liability is limited, for any damages whatsoever, to $40.
  5. Suggestions for business names and domain names: Re-branding is business and some businesses pay marketing consultants $500 to $50,000 to re-brand their businesses. If you want to retain us to pick a name for you, we will provide you with a custom quote, depending on your needs.