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

• Jurisdiction: Ontario

Business Names Act

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

Consolidation Period: From October 19, 2021 to the e-Laws currency date.

Last amendment: 2020, c. 7, Sched. 3.

CONTENTS

Interpretation

Definitions

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

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

“Registrar” means the Registrar appointed under section 1.1; (“registrateur”)

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

“regulations” means the regulations made under this Act. (“règlements”)

“telephonic or electronic means” means any means that uses the telephone or any other electronic or other technological means to transmit information or data, including telephone calls, voice mail, fax, e-mail, an automated touch-tone telephone system, computer or computer networks. (“moyen de communication téléphonique ou électronique”) R.S.O. 1990, c. B.17, s. 1; 1994, c. 27, s. 72 (1); 2001, c. 9, Sched. D, s. 13.; 2017, c. 20, Sched. 6, s. 47 (2-5).

Interpretation re period of days

(2) In this Act, a period of days is deemed to commence on the day following the event that began the period and is deemed to terminate at midnight of the last day of the period, except that if the last day of the period falls on a holiday, the period terminates at midnight of the next day that is not a holiday. 2017, c. 20, Sched. 6, s. 47 (6).

Section Amendments with date in force (d/m/y)

1994, c. 27, s. 72 (1) - 01/03/1995

2001, c. 9, Sched. D, s. 13 - 29/06/2001

2017, c. 20, Sched. 6, s. 47 (2-6) - 19/10/2021

Administration

Registrar

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.

Corporation number

(5) The Registrar may assign a corporation number to a corporation that has not already been assigned a number where the Registrar is of the opinion that it is appropriate to do so. 2017, c. 20, Sched. 6, s. 48.

Same

(6) If, through inadvertence or otherwise, the Registrar has assigned a corporation number to a corporation under subsection (5) that is the same as the corporation number previously assigned to another corporation, the Registrar may, without holding a hearing, change the number assigned to the corporation. 2017, c. 20, Sched. 6, s. 48.

Same

(7) If, for any reason, the Registrar has assigned more than one corporation number to a corporation, the Registrar may, without holding a hearing, determine which corporation number will be assigned to the corporation. 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

Agreements 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 subsection (2) may also include provisions respecting the use, disclosure, sale or licensing of records and information required under this Act. 2017, c. 20, Sched. 6, s. 48.

Discretion to delegate unaffected by agreement

(5) An agreement entered into under subsection (2) does not affect the Registrar’s power to delegate any duties or powers under subsection 1.1 (2). 2017, c. 20, Sched. 6, s. 48.

No power to waive or refund fees for services

(6) A person or entity that has entered into an agreement under subsection (2) for the provision of business filing services may not waive or refund all or part of any fee for such a service that is payable to the Province of Ontario, but the person or entity may pay all or part of the fee on behalf of the person or entity to whom the service was provided. 2017, c. 20, Sched. 6, s. 48.

Deemed date of receipt by Registrar

(7) Forms filed for registration and other documents and information sent to a person or entity that has entered into an agreement under subsection (2), that authorizes the person or entity to receive forms filed for registration and other documents and information on behalf of the Registrar, are deemed to be received by the Registrar on the date that they are received by the authorized person or entity. 2017, c. 20, Sched. 6, s. 48.

Agreements for use, etc., of records and information

(8) The Minister or the Registrar, or a person designated by the Minister or the Registrar, may enter into an agreement with any person or entity respecting the use, disclosure, sale or licensing of records and information required under this Act. 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

Property 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

Registration

Registering name

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

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-application

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

Same

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

Exception

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

Same

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

Name to be set out

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

Section Amendments with date in force (d/m/y)

1994, c. 27, s. 72...