GENERAL

CONTENTS PART I NAMES General 1. First character 2. Punctuation and other marks 3. Roman alphabet Prohibited Usage 4. Contrary to public policy 5. Prohibited under Act 6. Number name 7. Form of organization Restrictions 8. Name of individual 9. Restricted under Act 10. Connected with Crown, etc. 11. Post-secondary educational institution Exceptions 12. Exceptions PART II DOCUMENTS AND INFORMATION — CONTENT, FILING, RETENTION, FORMAT AND REGISTRATION 13. Definitions Forms for Registration — Content 14. Individual 15. Partnership 16. Designated partner 17. Partnership, non-firm name 18. Corporation 19. Extra-provincial limited liability company Supporting Documents — Retention and Filing 20. Required consent 21. Consents to be retained; file or give on notice Format 22. Paper or electronic format 23. Format of supporting documents and information Effectiveness of Registration 24. Date assigned by computer system PART III EXEMPTION FROM SECTION 2 OF THE ACT 25. Exemption PART IV MISCELLANEOUS 26. Duties of Registrar, names 27. Duties of Registrar, certificates etc. 28. Retention and destruction of records 29. Public servants who may sign Part I NAmeS General First character 1. The first character of a name shown in a registration shall be, (a) a letter of the Roman alphabet; (b) an Arabic numeral; or (c) one of the following marks permitted under subsection 2 (1): ! # @ Punctuation and other marks 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: ! “ ” « » # $ % & ’ ( ) * + , – . / \ : ; < = > ? [ ] ' ˄ ≤ ≥ @ ¸ ´ ` ^ ¨ (2) A name shown in a registration shall not be primarily or only a combination of marks permitted under subsection (1). (3) The following marks permitted under subsection (1) may be used only as part of a French character, and not separately: ¸ ´ ` ^ ¨ Roman alphabet 3. If a name contains characters from an alphabet other than the Roman alphabet, the name shown in the registration shall consist of a translation of the name into a language that contains only letters from the Roman alphabet. Prohibited Usage Contrary to public policy 4. (1) A name shown in a registration shall 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. (2) A name shown in a registration shall not use a word or expression that would suggest that the registrant is engaged in an activity that is contrary to public policy. Prohibited under Act 5. A name shown in a registration shall not include a word, expression or abbreviation the use of which is prohibited under an Act or regulation of Canada or Ontario. Number name 6. A name shown in a registration shall not use Arabic numerals or a word or expression that would suggest that the name is a corporate number name. Form of organization 7. A name shown in a registration shall not use a word or expression that would suggest that the registrant is a form of organization that the registrant is not. Restrictions Name of individual 8. (1) A name shown in a registration shall not include the name of a specific individual unless, (a) 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) the individual consents in writing to the use of his or her name. (2) For the purpose of clause (1) (b), if the individual is deceased and his or her death occurred within 30 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. (3) This section does not apply if the individual is deceased and his or her death occurred 30 years or more before the name is registered. Restricted under Act 9. A name shown in a registration shall not include a word, expression or abbreviation the use of which is restricted under an Act or regulation of Canada or Ontario unless the registrant satisfies the restriction. Connected with Crown, etc. 10. (1) Subject to subsection (2), a name shown in a registration shall 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 or of a territory or province; (c) a municipality; or (d) an agency of the Crown or of a government or municipality. (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). Post-secondary educational institution 11. A name shown in a registration shall 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 or such other member of the Executive Council as may be assigned the administration of the Ministry of Training, Colleges and Universities Act under the Executive Council Act gives written consent to the use of the word. Exceptions 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 April 30, 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. (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 April 30, 1991; and (b) if the registrant was required, on April 30, 1991, to file a declaration under the Partnerships Registration Act (R.S.O. 1980, c. 371) respecting the name before July 1, 1991. Part II Documents and information — content, Filing, Retention, Format AnD Registration Definitions 13. In this Part, “extra-provincial limited liability partnership” has the same meaning as in subsection 1 (1) of the Partnerships Act; (“société à responsabilité limitée extraprovinciale”) “limited liability partnership” has the same meaning as in subsection 1 (1) of the Partnerships Act. (“société à responsabilité limitée”) Forms for Registration — Content Individual 14. (1) To register a name under the Act, an individual shall set out the following information on a form approved by the Registrar: 1. The name to which the form relates. 2. An indication that the form is for a new registration. 3. If the individual has a place of business in Ontario, the address of the principal place of business of the individual in Ontario, including the municipality, street and number, if any, and postal code. 4. If the individual does not have a place of business in Ontario, the address of the principal place of business of the individual outside Ontario, including the municipality, street and number, if any, and postal code. 5. A code from the North American Industry Classification System, as amended from time to time, indicating a description of the activity being carried out under the name. 6. An indication that the individual is carrying out the activity in sole proprietorship. 7. The name of the individual in full. 8. The address for service of the individual, including the municipality, street and number, if any, and postal code. 9. If submission of the form is approved by the individual, an indication that it is the individual named under paragraph 7. 10. If submission of the form is approved on behalf of the individual by an attorney, the full name and address for service in Ontario of the attorney and, if the attorney is not an individual, the Ontario corporation number or business identification number, if any, and the full name and position of the individual representing the attorney. (2) To amend, renew or cancel a registration of a name, an individual shall set out the following information on a form approved by the Registrar: 1. The business identification number assigned by the Registrar to the registration. 2. The name to which the form relates. 3. An indication whether the form is for a renewal, amendment or cancellation of a registration. 4. Any changes to the information set out in the registration, if the form is for an amendment of a registration. 5. The name of the individual in full. 6. If submission of the form is approved by the individual, an indication that it is the individual named under paragraph 5. 7. If submission of the form is approved on behalf of the individual by an attorney, the full name and address for service in Ontario of the attorney and, if the attorney is not an individual, the Ontario corporation number or business identification number, if any, and the full name and position of the individual representing the attorney. (3) The submission of a form mentioned in subsection (1) or (2) can be approved on behalf of the individual by an attorney acting under a power of attorney. Partnership 15. (1) To register the firm name of a partnership, the persons associated in the partnership shall set out the following information on a form approved by the Registrar: 1. The firm name followed by, i. if the partnership is a limited liability partnership governed under the laws of Ontario, the words “limited liability partnership” or “société à responsabilité limitée” or the abbreviations “LLP”, “L.L.P.” or “s.r.l.” as required by subsection 44.3 (3) of the Partnerships Act, or ii. if the partnership is an extra-provincial limited liability partnership, the words or abbreviations, if any, that identify the partnership as a limited liability partnership and that are required by the laws of the jurisdiction under which the partnership is governed. 2. An indication that the form is for a new registration. 3. If the partnership has a place of business in Ontario, the address of the principal place of business of the partnership in Ontario, including the municipality, street and number, if any, and postal code. 4. If the partnership does not have a place of business in Ontario, the address of the principal place of business of the partnership outside Ontario, including the municipality, street and number, if any, and postal code. 5. A code from the North American Industry Classification System, as amended from time to time, indicating a description of the activity being carried out under the firm name and, if the partnership is a limited liability partnership or extra-provincial limited liability partnership, the code from the System that indicates the practice of a profession governed by an Act in accordance with section 44.2 of the Partnerships Act. 6. The number of partners. 7. For each partner that is an individual or an entity other than an entity mentioned in paragraph 8 or 9, the partner’s full name and address for service, including the municipality, street and number, if any, and postal code. 8. For each partner that is a corporation, the corporate name, the Ontario corporation number, and an acknowledgement that the address of the corporation’s registered or head office shown in the records maintained by the Ministry will form part of the registration. 9. For each partner that is a partnership that has been assigned a business identification number, the number assigned to the partnership, the firm name and an acknowledgement that the address of the principal place of business of the partnership shown in the records maintained under subsection 1.1 (3) of the Act will form part of the registration. 10. If submission of the form is approved on behalf of the partnership by a partner, an indication as to which partner named under paragraph 7, 8 or 9 and, if the partner is not an individual, the full name and position of the individual representing the partner. 11. If submission of the form is approved on behalf of the partnership by an attorney, the full name and address for service in Ontario of the attorney and, if the attorney is not an individual, the Ontario corporation number or business identification number, if any, and the full name and position of the individual representing the attorney. 12. In the case of a limited liability partnership, an indication whether it is a limited liability partnership governed under the laws of Ontario or an extra-provincial limited liability partnership and, in the case of an extra-provincial limited liability partnership, the jurisdiction under whose laws the partnership is governed. (2) To amend, renew or cancel a registration of the firm name of a partnership, the persons associated in the partnership shall set out the following information on a form approved by the Registrar: 1. The business identification number assigned by the Registrar to the registration. 2. The firm name. 3. An indication whether the form is for a renewal, amendment or cancellation of a registration. 4. Any changes to the information set out in the registration, if the form is for an amendment of a registration. 5. If submission of the form is approved on behalf of the partnership by a partner, the full name of that partner and, if the partner is not an individual, the full name and position of the individual representing the partner. 6. If submission of the form is approved on behalf of the partnership by an attorney, the full name and address for service in Ontario of the attorney and, if the attorney is not an individual, the Ontario corporation number or business identification number, if any, and the full name and position of the individual representing the attorney. (3) If a registration sets out an English form and a French form for the firm name of a limited liability partnership governed under the laws of Ontario, the “/” mark shall separate the two forms of the firm name. (4) The submission of a form mentioned in subsection (1) or (2) can be approved on behalf of the partnership by one of the partners or by an attorney acting under a power of attorney. Designated partner 16. (1) A partner who approves the submission of a form mentioned in subsection 15 (1) or (2) on behalf of a partnership shall be known as a designated partner if more than 10 persons are associated in the partnership and either the partnership has a principal place of business in Ontario or the partner has an address for service in Ontario. (2) A designated partner may omit from the form the information required by paragraphs 7, 8 and 9 of subsection 15 (1) for persons who are associated in the partnership other than the designated partner if the requirements of subsections (3) to (8) are met. (3) Subject to subsection (4), a designated partner shall maintain at the principal place of business of the partnership in Ontario, (a) a record showing, (i) the persons associated in the partnership who carry out the business of the partnership in Ontario, (ii) the information required by paragraphs 7, 8 and 9 of subsection 15 (1) respecting each of them, and (iii) the date on which each of them became associated in the partnership; and (b) a record showing, (i) the persons who were associated in the partnership on or after May 1, 1991, who carried out the business of the partnership in Ontario and who subsequently left the partnership, and (ii) the period during which each person was associated in the partnership. (4) If the partnership does not have a principal place of business in Ontario, the designated partner shall maintain the records mentioned in clauses (3) (a) and (b) at the designated partner’s address for service in Ontario. (5) A designated partner may delete from the records information concerning a person who has left the partnership once six years have elapsed after the departure. (6) Upon request and without charge, any partner shall permit a person to inspect the records during the normal business hours of the partnership or, if applicable, of the designated partner’s address for service in Ontario and to make copies or take extracts from them. (7) Upon request and without charge, any partner shall provide a person with a copy of the records. (8) Upon delivery of a written notice from the Registrar, any partner shall provide a copy of the records, within the time period set out in the notice, to the Registrar or to such other person as the notice specifies. (9) If a copy of the records is not provided in accordance with subsection (8), the Registrar may give notice to the registrant under subsection 4 (5) of the Act requiring that the information required by paragraphs 7, 8 and 9 of subsection 15 (1) respecting each partner associated in the partnership be set out in an amended registration within the time period set out in the notice. Partnership, non-firm name 17. (1) To register a name other than the firm name of a partnership, the persons associated in the partnership shall set out the following information on a form approved by the Registrar: 1. The name to which the form relates. 2. An indication that the form is for a new registration. 3. If the partnership has a place of business in Ontario where it uses the name, the address of a place of business that the partnership has in Ontario where it uses the name, including the municipality, street and number, if any, and postal code. 4. A code from the North American Industry Classification System, as amended from time to time, indicating a description of the activity being carried out under the name. 5. An indication as to the type of partnership. 6. The firm name. 7. The business identification number assigned by the Registrar to the registration of the firm name. 8. If submission of the form is approved on behalf of the partnership by a partner, the full name of that partner and, if the partner is not an individual, the full name and position of the individual representing the partner. 9. If submission of the form is approved on behalf of the partnership by an attorney, the full name and address for service in Ontario of the attorney and, if the attorney is not an individual, the Ontario corporation number or business identification number, if any, and the full name and position of the individual representing the attorney. (2) To amend, renew or cancel a registration of a name other than the firm name of a partnership, the persons associated in the partnership shall set out the following information on a form approved by the Registrar: 1. The name to which the form relates. 2. The business identification number assigned by the Registrar to the registration of the name to which the form relates. 3. An indication whether the form is for a renewal, amendment or cancellation of a registration. 4. Any changes to the information set out in the registration, if the form is for an amendment of a registration. 5. The firm name. 6. The business identification number assigned by the Registrar to the registration of the firm name. 7. If submission of the form is approved on behalf of the partnership by a partner, the full name of that partner and, if the partner is not an individual, the full name and position of the individual representing the partner. 8. If submission of the form is approved on behalf of the partnership by an attorney, the full name and address for service in Ontario of the attorney and, if the attorney is not an individual, the Ontario corporation number or business identification number, if any, and the full name and position of the individual representing the attorney. (3) The submission of a form mentioned in subsection (1) or (2) can be approved on behalf of the partnership by, (a) one of the partners, other than a limited partner in a limited partnership; or (b) an attorney acting under a power of attorney. Corporation 18. (1) To register a name under the Act, a corporation shall set out the following information on a form approved by the Registrar: 1. The name to which the form relates. 2. An indication that the form is for a new registration. 3. If the corporation has a place of business in Ontario, the address of the principal place of business of the corporation in Ontario, including the municipality, street and number, if any, and postal code. 4. If the corporation does not have a place of business in Ontario, the address of the principal place of business of the corporation outside Ontario, including the municipality, street and number, if any, and postal code. 5. A code from the North American Industry Classification System, as amended from time to time, indicating a description of the activity being carried out under the name. 6. The name of the corporation. 7. The Ontario corporation number. 8. If submission of the form is approved on behalf of the corporation by a director or officer of the corporation, the full name and address for service of that individual. 9. If submission of the form is approved on behalf of the corporation by an attorney, the full name and address for service in Ontario of the attorney and, if the attorney is not an individual, the Ontario corporation number or business identification number, if any, and the full name and position of the individual representing the attorney. (2) To amend, renew or cancel a registration of a name, a corporation shall set out the following information on a form approved by the Registrar: 1. The business identification number assigned by the Registrar to the registration. 2. The name to which the form relates. 3. An indication whether the form is for a renewal, amendment or cancellation of a registration. 4. Any changes to the information set out in the registration, if the form is for an amendment of a registration. 5. The name of the corporation. 6. The Ontario corporation number. 7. If submission of the form is approved on behalf of the corporation by an officer or director of the corporation, the full name and address for service of that individual. 8. If submission of the form is approved on behalf of the corporation by an attorney, the full name and address for service in Ontario of the attorney and, if the attorney is not an individual, the Ontario corporation number or business identification number, if any, and the full name and position of the individual representing the attorney. (3) The submission of a form mentioned in subsection (1) or (2) can be approved on behalf of the corporation by, (a) an officer or director of the corporation; or (b) an attorney acting under a power of attorney. Extra-provincial limited liability company 19. (1) To register its company name under the Act, an extra-provincial limited liability company as defined in subsection 2.1 (1) of the Act shall set out the following information on a form approved by the Registrar: 1. The name of the company for registration, including the words or abbreviations identifying the company as a limited liability company as required by the laws of the jurisdiction under which the company is governed. 2. An indication that the form is for a new registration. 3. If the company has a place of business in Ontario, the address of the principal place of business of the company in Ontario, including the municipality, street and number, if any, and postal code. 4. If the company does not have a place of business in Ontario, the address of the principal place of business of the company outside Ontario, including the municipality, street and number, if any, and postal code. 5. A code from the North American Industry Classification System, as amended from time to time, indicating a description of the activity being carried out under the name. 6. An indication that the company is an extra-provincial limited liability company. 7. The jurisdiction under whose laws the company is governed. 8. If submission of the form is approved on behalf of the company by a general manager or representative of the company, the full name and address for service of that individual, or if the representative is not an individual, the full name and position of the individual representing the entity. 9. If submission of the form is approved on behalf of the company by an attorney, the full name and address for service in Ontario of the attorney and, if the attorney is not an individual, the Ontario corporation number or business identification number, if any, and the full name and position of the individual representing the attorney. (2) To amend, renew or cancel a registration of a name, an extra-provincial limited liability company described in subsection (1) shall set out the following information on a form approved by the Registrar: 1. The business identification number assigned by the Registrar to the registration. 2. The name of the company. 3. An indication whether the form is for a renewal, amendment or cancellation of a registration. 4. Any changes to the information set out in the registration, if the form is for an amendment of a registration. 5. If submission of the form is approved on behalf of the company by a general manager or representative of the company, the full name and address for service of that individual, or if the representative is not an individual, the full name and position of the individual representing the entity. 6. If submission of the form is approved on behalf of the company by an attorney, the full name and address for service in Ontario of the attorney and, if the attorney is not an individual, the Ontario corporation number or business identification number, if any, and the full name and position of the individual representing the attorney. (3) The submission of a form mentioned in subsection (1) or (2) can be approved on behalf of the company by, (a) a general manager or representative of the company; or (b) an attorney acting under a power of attorney. Supporting Documents — Retention and Filing Required consent 20. A form filed for registration under section 4 of the Act shall be supported by any consent related to the registration that is required by this Regulation. Consents to be retained; file or give on notice 21. (1) Subject to subsection (2), the consents referred to in section 20 shall be retained by the registrant, instead of filed together with the form, as follows: 1. In the case of a registrant that is an individual or an entity other than an entity mentioned in paragraph 2 or 3, at the principal place of business in Ontario or, where there is not a principal place of business in Ontario, at the principal place of business outside Ontario. 2. In the case of a registrant that is a partnership that does not have a principal place of business in Ontario but does have a designated partner under section 16, at the designated partner’s address for service in Ontario. 3. In the case of a registrant that is a corporation with a registered or head office in Ontario, at the registered or head office address. (2) If the Registrar requires any of the consents referred to in section 20 to be filed together with the form, they shall be so filed, subject to any terms and conditions imposed by the Registrar. (3) The registrant shall, upon receipt of and in accordance with written notice from the Registrar and within the time period set out in the notice, and subject to any terms and conditions imposed by the Registrar, (a) file the consents retained by the registrant pursuant to subsection (1) with the Registrar; or (b) give the consents retained by the registrant pursuant to subsection (1) to any other person specified in the notice. Format Paper or electronic format 22. All forms filed for registration and other documents and information may, in accordance with this Regulation and any applicable Registrar’s requirements, be filed with the Registrar in, (a) paper format; or (b) an electronic format approved by the Registrar. Format of supporting documents and information 23. All documents and information filed to support forms filed for registration shall be filed in the same format as the form, unless the Registrar requires that they be filed in a different format. Effectiveness of Registration Date assigned by computer system 24. For the purposes of subsection 4 (1.1) of the Act, a registration is accepted for registration by the Registrar on the date assigned by the computer system that the Registrar has established for registrations. Part III Exemption from Section 2 of the Act Exemption 25. (1) Subsection 2 (6) of the Act does not apply with respect to corporations carrying on business in Ontario, or identifying themselves to the public in Ontario, in any form of partnership or business association, if, (a) the partnership or association consists of at least two corporations; (b) the name of the partnership or association is registered under the Act; and (c) the partnership or association complies with subsection (2). (2) The name of the partnership or business association, together with the words “Registered Name”, “nom enregistré”, “Reg’d Name” or “nom enr.” shall be set out in all contracts, invoices, negotiable instruments and orders involving goods or services issued or made by the partnership or association. Part IV Miscellaneous Duties of Registrar, names 26. Upon payment of the applicable fee and receipt of the applicable form filed in accordance with the Act, this Regulation and any applicable Registrar’s requirements, the Registrar shall register a name, or amend, renew or cancel the registration of a name. Duties of Registrar, certificates etc. 27. (1) Upon payment of the applicable fee, the Registrar shall issue to any person who makes a request a certificate stating that a name is not registered. (2) Upon payment of the applicable fee, the Registrar shall issue to any person who makes a request a certified copy of the record with respect to any name registered. Retention and destruction of records 28. (1) This section applies with respect to records maintained under the Act and records maintained by the Registrar for declarations filed under the Limited Partnerships Act. (2) The Registrar may authorize the destruction of documents that form the record with respect to a name registered if the Registrar has entered the registration information in the computer system that the Registrar has established for registrations. (3) Despite the revocation of Ontario Regulation 121/91 (General) made under the Act, section 9 of that Regulation continues to apply in respect of documents that the Registrar microfilmed before the revocation. Public servants who may sign 29. A director or manager of the Ministry whose duties relate to the administration of the Act are designated as public servants who may sign a certificate or certified copy for the purposes of subsection 8 (2) of the Act. 30. Omitted (revokes other Regulations). 31. Omitted (provides for coming into force of provisions of this Regulation).