By Linas Antanavicius, Barrister & Solicitor
Choosing the name of a corporation is one of the first decisions to be made when incorporating and is often the most difficult. According to the Business Corporations Act, the name cannot be identical or similar to another company’s name. The corporate name has to have a distinctive element and a descriptive element, and has to have a corporate designation such as “Limited”, “Limitee”, “Incorporated”, “Incorporee”, “Corporation” or their abbreviations such as “Ltd”, “Ltee”, “Inc.” and “Corp.”
Distinctive and Descriptive Elements
The distinctive element allows the public to distinguish one corporation from another. The distinctive element is the most important part of the name of a company and must appear first. For example, “Retail Store Inc.” does not distinguish itself from other similar businesses, while “Mohawk Retail Store Inc.” does. Coined names (a completely new word often consisting of syllables put together from the names of incorporators), personal names, initials, geographic locations and numbers can be used as the descriptive element in the name of a British Columbia company.
The descriptive element indicates the nature of the business of the company. The requirement to have the descriptive element in the name of a company distinguishes British Columbia from some other Canadian provinces and foreign countries. The descriptive element may be specific such as “XYZ Translation Services Ltd.” or may be rather general such as “XYZ Enterprises Ltd.”
Prohibitions
The Act imposes several prohibitions with respect to corporate names. For example, names containing well-known trade-name or trade-mark will not be registered. The word “government” or any words that imply association with any governmental authority are not allowed. The use of “British Columbia” or “B.C.” at the beginning of a corporate name as the distinctive element may not be permitted, if, in the opinion of the registrar it implies connection with the government of the province of British Columbia, unless a written consent from the provincial government is obtained. Similar prohibitions apply to names suggesting any connection to the Crown or Royal Family, vulgar, obscene or racial expressions, identical or similar names, words subject to statutory prohibitions and restrictions (such as Board of Trade, bank, R.C.M.P., etc.), words that do not accurately describe the activities of the company.
Corporate Names and Internet Names
If a company wants to use the same corporate name as its Internet domain name, the domain name has to meet the name requirements. It has to have a distinctive and descriptive element. For example, and Internet name that may be approved as a corporate name is: “XYZTraslationsServices.com Ltd.”. “XYZ.com” would not be approved.
Trade-Marks in Conflict With Company Names
Trade-marks are words or symbols established by use or registration to distinguish goods or serviced as being the goods of a particular producer or the services of a particular provider. It should be noted that registering a company name on the British Columbia corporate register does not provide a proprietary interest in the name. If a corporate name is similar to or identical with one used by a trade-mark holder, the name may be subject to an infringement action, and the company name holder may lose everything invested in the company name and may be liable to pay damages and the other party’s legal costs.