Future Ontario non-profits will be formed under the Not-for-Profit Corporations Act, 2010, S.O. 2010, c. 15. It is not in force yet.
Current Ontario non-profits are formed under the Corporations Act, R.S.O. 1990, c. C.38
The Ontario government application filing fee is: $155
You will need to submit an Ontario nuans report along with your application.
Corporations Act
R.R.O. 1990, REGULATION 181
GENERAL
Consolidation Period: From June 13, 2005 to the e-Laws currency date.
Last amendment: O.Reg. 301/05.
This is the English version of a bilingual regulation.
CONTENTS
|
Sections |
||
|
1-9 |
||
|
10 |
||
|
11-12 |
||
|
13-15 |
||
|
16-16.1 |
||
|
17-25 |
||
|
26-27.1 |
||
|
28-29 |
||
|
30-31 |
||
|
32 |
||
|
33-36 |
||
|
Initial report of insider |
||
|
Report of insider on changes in ownership of, or control or direction over, capital securities |
||
|
Information circular |
Names
1. (1) The following documents shall accompany any application for letters patent, supplementary letters patent, an extra-provincial licence or an amended extra-provincial licence containing a proposed name for a corporation or a change of corporate name:
1. An original Ontario biased or weighted computer printed search report for the same name as the proposed name from the new updated automated name search system (NUANS) owned by the Department of Consumer and Corporate Affairs, Canada, dated not more than ninety days before the submission of the application.
2. Any consent or consent and undertaking required by the Act or by the Minister. R.R.O. 1990, Reg. 181, s. 1 (1); O. Reg. 638/94, s. 1.
(2) A computer printed search report referred to in subsection (1) shall accompany an application for revival under section 317 of the Act if the application changes the name of the corporation or at least ten years have elapsed since the corporation was dissolved. O. Reg. 248/05, s. 1.
(3) The computer printed search report referred to in subsection (1) is not required where the application is for letters patent, supplementary letters patent, reservation of a name or revival for a corporation incorporated under Part III of the Act if incorporation is required by a government authority as a condition to the awarding of financial assistance under a government program. R.R.O. 1990, Reg. 181, s. 1(3); O. Reg. 625/93, s. 1 (2).
2. (1) Revoked: O. Reg. 625/93, s. 2 (1).
(2) No name that is identified in a computer printed search report as proposed in Ontario shall be used as a corporate name by a person other than the one who proposed the name unless a consent in writing has been obtained from the person who first proposed the name. O. Reg. 625/93, s. 2 (2).
3. (1) The following words and expressions shall not be used in a corporate name:
1. “Amalgamated”, “fusionné” or any other related word or expression in French, unless the corporation is an amalgamated corporation resulting from the amalgamation of two or more corporations.
2. Revoked: O. Reg. 625/93, s. 3 (2).
3. “College”, “collège”, “institute”, “institut”, “university” or “université”, except with a consent in writing on behalf of the Ministry of Education and Training.
4. “Engineer”, “ingénieur”, “engineering”, “génie” or “ingénierie” or any variation thereof, except with the consent in writing of the Association of Professional Engineers of Ontario.
5. Revoked: O. Reg. 248/05, s. 2.
6. “Royal”, where used as an adjective, unless the consent of the Crown has been obtained through the Secretary of State.
7. Numerals indicating the year of incorporation, unless the proposed corporation is the successor to a corporation the name of which is the same as or similar to the proposed corporation, or the year is the year of amalgamation of the corporation.
8. Any word or expression that would lead to an inference that the corporation is a business corporation. R.R.O. 1990, Reg. 181, s. 3 (1); O. Reg. 625/93, s. 3 (1-3); O. Reg. 248/05, s. 2.
(2) The name of a fraternal society incorporated under section 176 of the Act shall include the words “fraternal society” or “société fraternelle”. O. Reg. 625/93, s. 3 (4).
(3) The name of a pension fund or employees’ mutual benefit society incorporated under section 185 of the Act shall include the words “pension fund society”, “employees’ mutual benefit society”, “caisse de retraite” or “société de secours mutuel d’employés”, as the case may be, and the name in whole or in part of the parent corporation. O. Reg. 625/93, s. 3 (4).
(4) If the name of a corporation includes the word “veteran”, “ancien combattant” or any abbreviation or derivation of those words, the letters patent of the corporation shall provide that at all times at least 95 per cent of the members of the corporation shall be composed of war veterans, their spouses or children, unless the name has been in continuous use for at least 20 years. O. Reg. 43/00, s. 1 (1); O. Reg. 301/05, s. 1 (1).
(5) In subsection (4),
“spouse” means,
(a) a spouse as defined in section 1 of the Family Law Act, or
(b) either of two persons who live together in a conjugal relationship outside marriage; (“conjoint”)
“war veteran” means a person who served in the armed forces of any country while that country was in a state of war. (“ancien combattant”) R.R.O. 1990, Reg. 181, s. 3 (5); O. Reg. 43/00, s. 1 (2); O. Reg. 301/05, s. 1 (2, 3).
4. The name of a corporation formed by the amalgamation of two or more corporations may be the same as the name of one of the amalgamating corporations, if the name is not a number name. O. Reg. 625/93, s. 4.
5. Unless the proposed corporate name has been in continuous use for at least twenty years before the date of filing the application, or unless the proposed corporate name has through use acquired a meaning that renders the name distinctive, a corporate name shall not be,
(a) too general;
(b) primarily or only a given name or surname used alone of an individual who is living or has died within thirty years preceding the date of filing an application for letters patent or supplementary letters containing the name;
(c) primarily or only a geographic name used alone. R.R.O. 1990, Reg. 181, s. 5.
6. (1) A corporate name shall not contain a word or expression, an element of which is the family name of a particular individual, who is living or who has died within the previous thirty years whether or not preceded by a given name or initials, unless the individual, his or her heir, executor, administrator, assigns or guardian consents in writing to the use of the name. R.R.O. 1990, Reg. 181, s. 6 (1).
(2) Subsection (1) does not apply where the corporation that will use the proposed name is the successor or affiliate of another corporation that has, as an element of its name, the family name, if,
(a) the other corporation consents in writing to the use of the name; and
(b) where the proposed name would contravene clause 13 (1) (a) of the Act, the other corporation undertakes in writing to dissolve itself or to change its name to a name that complies with clause 13 (1) (a) of the Act within six months after the incorporation of the new corporation. R.R.O. 1990, Reg. 181, s. 6 (2).
(3) Subsection (1) does not apply where,
(a) the required consent cannot be obtained; and
(b) the family name is of historic or patriotic significance and has a connection with the objects of the corporation. R.R.O. 1990, Reg. 181, s. 6 (3).
7. A corporate name shall not contain any word or expression in any language that describes in a misleading manner the activities or services in association with which the corporate name is proposed to be used. R.R.O. 1990, Reg. 181, s. 7.
8. (1) Only letters from the Roman alphabet or Arabic numerals or a combination thereof, and punctuation marks and other marks set out in subsection (2), may form part of the name of a corporation. R.R.O. 1990, Reg. 181, s. 8 (1).
(2) The following punctuation marks and other marks are permitted as part of a corporation name:
! “ ” « » # $ % & ’ ( ) * + , – . / \ : ; < = > ? [ ] ‘˄≤ ≥ ¸ ´ ` ^ ¨ @
O. Reg. 625/93, s. 5; O. Reg. 248/05, s. 3.
(3) A corporate name shall not consist only or primarily of a combination of marks set out in subsection (2) and at least the first three characters of the corporate name shall be letters from the Roman alphabet or Arabic numerals or a combination thereof. R.R.O. 1990, Reg. 181, s. 8 (3).
9. (1) The name of a corporation shall not exceed 120 characters in length, including punctuation marks and spaces. O. Reg. 248/05, s. 4.
(2) The name of a corporation shall be set out in an application filed under the Act in block capital letters and with only one space between each word. O. Reg. 248/05, s. 4.