05
MAR
2013

Choosing a Corporate Name – Some Practical Considerations – Part 2

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The NUANS Report

Under the Ontario Business Corporations Act and regulations, a NUANS report must be submitted with the Articles of Incorporation or Articles of Amendment to ensure that the Articles will be issued.  A NUANS report is a report prepared by an authorized issuer from a computerized database maintained by the Federal government.  It will show Canadian Provincial and Federal corporate names, trade styles and Canadian-registered trade marks that are identified as the same or similar to the proposed name.   A study of the report with legal counsel will assist to ensure, as far as possible, that the desired name will not conflict with existing names or trade marks in the marketplace where, again, the possibility of market confusion may arise. In this regard, using a name similar to another in the marketplace for a completely different product will likely not raise an issue, but businesses still should be cautious: using a very famous corporate name or trade mark may still get a company in trouble.

It will not always be possible from the NUANS report to know what business another company engages in and also, the NUANS report and the databases it is derived from are subject to inherent limitations which sometimes make them incomplete.  Still, with the market knowledge of the client, perhaps supplemented by online business searches using Google and similar functions, a reasoned decision can be made whether a proposed name is likely to be safe.   In practice, this should go a long way to reducing the risk of choosing a name that trenches on third party rights.

The NUANS database does not include names of (non-Canadian) corporations doing business outside of Canada except for corporations which have obtained an extra-provincial license to carry on business in a particular province or territory.  Similarly, American or other foreign-registered trademarks will not appear in the NUANS.  Therefore, for example, if a Canadian company wishes to change its name and has a subsidiary operating in the United States, it will be prudent to have U.S. legal counsel check in advance that a name similar to that which the parent wishes to adopt can be adopted with safety in the United States.

If you require assistance in selecting a corporate name for your business, contact us.

About the Author
Gary Gillman holds undergraduate law degrees in Civil Law and Common Law from McGill University in Montreal, Quebec. He is a member of the Quebec Bar and has been a member of the Ontario Bar since 1983. He was trained and practiced for many years in nationally-known law firms in Montreal and Toronto, principally in numerous areas of corporate and commercial law. In 1995, he obtained a Master’s Degree (LL.M) with Distinction in European Management and Employment law from the University of Leicester in England. His training in the law of European economic and political integration allows him to help clients understand international business and legal trends, the North American Free Trade Agreement and economic globality. Gary regularly attends and speaks at professional conferences and keeps current on all the legal areas he covers. Gary has authored during his career numerous legal articles and papers for professional or trade journals. Gary co-authors the quarterly Gillman Financial Regulatory Report, a business law and financial law newsletter of our firm.