Business Names Act

Bills that amended this Act0

No published amendment links yet for this Act.

Sections54

• [s0]

  Interpretation

• 1.
• 1Definitions

  1 (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”) “day” means a clear day; (“jour”) “electronic signature” means an identifying mark or process that is, (a) created or communicated using telephonic or electronic means, (b) attached to or associated with a document or other information, and (c) made or adopted by a person to associate the person with the document or other information, as the case may be; (“signature électronique”) “Minister” means the member of the Executive Council to whom responsibility for the administration of this Act is assigned or transferred under the Executive Council Act; (“ministre”) “Ministry” means the Ministry of the Minister; (“ministère”) “person” includes an individual, sole p…

• 2.
• [s2]

  Administration

• 1.1Registrar

  1.1 (1) The Minister shall appoint a Registrar to carry out the duties and exercise the powers of the Registrar under this Act and the Limited Partnerships Act. 2017, c. 20, Sched. 6, s. 48. Delegation of duties and powers (2) The Registrar may delegate, in writing, any or all of the Registrar’s duties and powers under this Act or the Limited Partnerships Act to any person, subject to any restrictions set out in the delegation. 2017, c. 20, Sched. 6, s. 48. Records (3) The Registrar shall maintain a record of every registration made under this Act and every declaration filed under the Limited Partnerships Act. 2017, c. 20, Sched. 6, s. 48. Available to the public (4) Any person is entitled, using any search method approved by the Registrar, to search and obtain copies of the records maintained by the Registrar under this Act or the Limited Partnerships Act. 2017, c. 20, Sched. 6, s. 48. …

• 3.
• 1.2Agreements with authorized persons

  1.2 (1) In this section, “business filing services” includes any of the duties and powers of the Registrar and related services. 2017, c. 20, Sched. 6, s. 48. Agreements to provide business filing services (2) The Minister or a person designated by the Minister may, on behalf of the Crown in right of Ontario, enter into one or more agreements authorizing a person or entity to provide business filing services on behalf of the Crown, the government, the Minister, the Registrar or other government official. 2017, c. 20, Sched. 6, s. 48. Not Crown agent (3) A person or entity that has entered into an agreement under subsection (2) for the provision of business filing services is not an agent of the Crown for any purpose, despite the Crown Agency Act, unless a regulation provides otherwise. 2017, c. 20, Sched. 6, s. 48. Use, etc., of records and information (4) An agreement entered into under…

• 4.
• 1.3Property of Crown

  1.3 The records and information filed with and maintained by the Registrar under this Act and the Limited Partnerships Act are the property of the Crown. 2017, c. 20, Sched. 6, s. 48. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 48 - 19/10/2021

• 5.
• [s6]

  Registration

• 6.
• 2Registering 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). Same (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-applicati…

• 7.
• 2.1Extra-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 co…

• 8.
• 3Repealed

  3 Repealed: 2017, c. 20, Sched. 6, s. 50. Section Amendments with date in force (d/m/y) 1994, c. 27, s. 72 (3) - 01/03/1995 2006, c. 35, Sched. C, s. 9 - 20/08/2007 2017, c. 20, Sched. 6, s. 50 - 19/10/2021

• 9.
• 4Registration

  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). Refusal to accept name for registration (2) The Registrar may refuse to accept for registration a name that does not comply with this Act or the prescribed requirements. 2017, c. 20, Sched. 6, s. 51 (1). Permitted letters, numerals, etc. (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 informatio…

• 10.
• 4.1Certain amended registrations not required

  4.1 (1) Despite subsection 4 (4), a registrant shall not register an amended registration showing a change in information regarding a corporation if, (a) the change was previously made in accordance with this Act or another Act; and (b) the Registrar has already recorded the change in the records maintained under subsection 1.1 (3) and issued an amended registration showing the change. 2017, c. 20, Sched. 6, s. 52. Same (2) Despite subsection 4 (4), a registrant shall not register an amended registration showing a change in information in respect of a person that is not a corporation if, (a) the person has previously been assigned a business identification number under this Act or the Limited Partnerships Act; (b) the change was previously made in accordance with this Act or the Limited Partnerships Act; and (c) the Registrar has already recorded the change in the records maintained unde…

• 5Renewal 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). Section Amendments with date in force (d/m/y) 1998, c. 18, Sched. E, s. 35 (1, 2) - 01/03/1999

• 11.
• 5.0.1Repealed

  5.0.1 repealed: 2020, c. 7, Sched. 3, s. 1. Section Amendments with date in force (d/m/y) 2020, c. 7, Sched. 3, s. 1 - 19/10/2021

• 12.
• 5.1Accepting copy of notice or other document

  5.1 (1) If a notice or other document is required to be sent to the Registrar under this Act, the Registrar may accept a copy of it if it meets the Registrar’s requirements established under this Act. 2020, c. 7, Sched. 3, s. 2. Copy deemed original (2) A copy referred to in subsection (1) is deemed to satisfy any requirements under this Act for an original to be sent to the Registrar. 2020, c. 7, Sched. 3, s. 2. Issuance by Registrar (3) An issuance by the Registrar under this Act in respect of a notice or other document is deemed to comply with requirements under this Act for issuance if it complies, with necessary modifications, with all the requirements of this Act other than any requirements respecting originals, duplicates and number of documents. 2020, c. 7, Sched. 3, s. 2. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 52 - 19/10/2021 2020, c. 7, Sched. 3…

• 5.1 #15Accepting copy of notice or other document
• 5.2Signatures

  5.2 For greater certainty, in respect of requirements under this Act respecting the signing of forms and other documents filed with the Registrar, any forms and other documents that meet the Registrar’s requirements established under this Act are deemed to satisfy any requirements for a signature under this Act. 2020, c. 7, Sched. 3, s. 3. Section Amendments with date in force (d/m/y) 2020, c. 7, Sched. 3, s. 3 - 12/05/2020 Note: On the day section 9 of Schedule 1 (Alternative Filing Methods for Business Act, 2020) to the COVID-19 Response and Reforms to Modernize Ontario Act, 2020 comes into force, the Act is amended by adding the following section: (See: 2020, c. 7, Sched. 3, s. 4)

• 5.3Documents filed under Alternative Filing Methods for Business Act, 2020

  5.3 Documents filed by a method specified under the Alternative Filing Methods for Business Act, 2020, as it read immediately before it was repealed, are deemed to have been filed by in-person delivery or mail for the purposes of this Act. 2020, c. 7, Sched. 3, s. 4. Section Amendments with date in force (d/m/y) 2020, c. 7, Sched. 3, s. 4 - not in force

• 6Liability 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). Section Amendments with date in force (d/m/y) 2010, c. 16, Sched. 5, s. 2 (1, 2) - 31/12/2015

• [s18]
• 7Ability 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). Same (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).

• 8Certified 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. Signature (2) A certificate or certified copy referred to in subsection (1) must be signed by the Registrar or by a public servant employed under Part III of the Public Service of Ontario Act, 2006 and designated by the regulations. 2017, c. 20, Sched. 6, s. 53. Evidence (3) A certificate or certified copy referred to in subsection (1) 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 person appearing to have sig…

• 9Form of records

  9 (1) Records prepared and maintained by the Registrar under this Act or the Limited Partnerships Act 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); 2017, c. 20, Sched. 6, s. 54 (1). Admission as evidence (2) If records maintained by the Registrar are prepared and maintained other than in written form, (a) the Registrar shall give any copy required to be given under this Act in intelligible written form; and (b) a report reproduced from those records that purports to be certified by the Registrar or by a public servant referred to in subsection 8 (2) is, …

• [s21]

  General

• [s22]
• 9.1Delivery 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 telephonic or electronic means if there is a record that the notice or other document has been sent and, for greater certainty, the sending of a notice or other document by telephonic or electronic means does not require the consent of the intended recipient. 2017, c. 20, Sched. 6, s. 55 (2). 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 intend…

• 9.2Documents may be publicly available

  9.2 The Registrar may publish or otherwise make available to the public, (a) any notices or other documents sent by the Registrar under this Act; and (b) any documents required by this Act, the regulations or the Registrar to be sent to the Registrar under this Act. 2017, c. 20, Sched. 6, s. 56. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 56 - 19/10/2021

• 9.3Filing by fax

  9.3 Despite any regulation made under section 10.1, documents may be filed by fax only with the Registrar’s consent. 2017, c. 20, Sched. 6, s. 56. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 56 - 19/10/2021

• 9.4Electronic version prevails

  9.4 If a document is filed for registration in an electronic format and there is a conflict between the electronic version and any other version of the registration, the electronic version of the registration recorded in an electronic system maintained under section 9, or a printed copy of the electronic version, prevails over any other version of the registration that may exist, regardless of whether the other version of the registration has been executed in accordance with this Act, the regulations and the Registrar’s requirements. 2017, c. 20, Sched. 6, s. 56. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 56 - 19/10/2021

• 10.1 #26Regulations
• 9.5Inability to receive filings in electronic system

  9.5 (1) Despite any regulation made under clause 10.1 (1) (e), if the Registrar is of the opinion that it is not possible, for any reason, to receive forms filed for registration and other documents and information in an electronic format in an electronic system maintained under section 9, the Registrar may require that they be filed in paper format alone in accordance with the Registrar’s requirements, if any, or in another electronic format approved by the Registrar. 2017, c. 20, Sched. 6, s. 56. Same, retaining filings and requests until system is operational (2) If the Registrar is of the opinion that it is not possible, for any reason, to issue registrations of names or to amend, renew or cancel registrations using an electronic system maintained under section 9, the Registrar may retain forms filed for registration, amendment, renewal or cancellation, and other documents and inform…

• 10Offence

  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. Same (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). Section Amendments with date in force (d/m/y) 1998, c. 18, Sched. E, s. 37 - …

• 10.1Regulations

  10.1 (1) The Minister may make regulations, (a) prescribing or governing anything described in this Act as prescribed or done by, or in accordance with, the regulations; (b) exempting any class of person or business from the application of section 2 of this Act or any provision of the regulations and prescribing conditions for the exemption; (c) respecting and governing the content, form, format and filing of forms filed for registration and other documents and information filed with, or issued by, the Registrar and the form, format and payment of fees; (d) respecting and governing the manner of completion, submission and acceptance of forms filed for registration and other documents and information filed with the Registrar, the payment of fees and the determination of the date of receipt; (e) designating documents and information to be filed with the Registrar, (i) in paper or electroni…

• 10.2 #28Forms
• 10.2Forms

  10.2 (1) The Registrar may require that forms approved by the Registrar be used for any purpose under this Act. 2017, c. 20, Sched. 6, s. 58. Non-application of Legislation Act, 2006 (2) Part III (Regulations) of the Legislation Act, 2006 does not apply to a requirement established by the Registrar under subsection (1). 2017, c. 20, Sched. 6, s. 58. Section Amendments with date in force (d/m/y) 2011, c. 1, Sched. 5, s. 2 (2) - 30/03/2011 2017, c. 20, Sched. 6, s. 58 - 19/10/2021

• 10.1 #30Regulations
• 10.3Methods of issuing

  10.3 The Registrar may issue certificates, certified copies and other documents by any method, and may use or issue validation codes or other systems or methods of validation in respect of the issuance under this Act or the Limited Partnerships Act. 2017, c. 20, Sched. 6, s. 58. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 6, s. 58 - 19/10/2021

• 10.4Requirements established by Registrar

  10.4 (1) The Registrar may establish requirements, (a) respecting and governing the content, form, format and filing of forms filed for registration and other documents and information filed with or issued by the Registrar and the form, format and payment of fees; (b) respecting and governing the manner of completion, submission and acceptance of forms filed for registration and other documents and information filed with the Registrar, the payment of fees and the determination of the date of receipt; (c) specifying that forms filed for registration and other documents and information may be filed with the Registrar and fees may be paid only by a person authorized by the Registrar or who belongs to a class of persons authorized by the Registrar; (d) governing the authorization of persons described in clause (c), including, (i) establishing conditions and requirements to be an authorized p…

• 10.2 #32Forms
• 10.5Repealed

  10.5 repealed: 2020, c. 7, Sched. 3, s. 6. Section Amendments with date in force (d/m/y) 2020, c. 7, Sched. 3, s. 6 - 19/10/2021

• 11Repealed

  11 repealed: 2017, c. 20, Sched. 6, s. 59. Section Amendments with date in force (d/m/y) 1994, c. 27, s. 72 (9) - 01/03/1995, 1998, c. 18, Sched. E, s. 39 (1) - 01/03/1999; 1998, c. 18, Sched. E, s. 39 (2, 3) - see 2017, c. 20, Sched. 6, s. 60 - 14/11/2017 2011, c. 1, Sched. 5, s. 2 (3, 4) - 30/03/2011 2017, c. 20, Sched. 6, s. 59 - 19/10/2021

• 12Transition

  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). Same (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). ______________