Under section 13 of the Alberta business corporations act, and under section 4(5)(a) and 4(5)(b) of the regulations, it is possible for the corporate Registrar to force a corporation to change its name, if the name is not in compliance with section 10 or 12 of the business corporations act.
In the case of Reliance OFS Canada Ltd v Registrar of Corporations and Reliance Production Optimization Ltd 2020 ABQB 600, the court reviewed a decision of the Registrar. The basis for the name changes was set out in paragraph 7:
[7] Section 13(1) of the ABCA permits the Registrar to direct a corporation to change its name if, through inadvertence or otherwise, a corporation comes into existence with or acquires a name that contravenes section 10 or 12 of the ABCA.
[8] When it complained to the Registrar about OFS’s name, RPO invoked section 12(1) of the ABCA and section 4(1) of the Regulation. The parties agree that the combined effect of these provisions gives rise to three distinct potential bases on which the Registrar could find the contravention necessary to order a name change in the context of this case.
[9] First, by the combined operation of subsections 4(1) and 4(5)(a) of the Regulation and subsection 12(1)(a) of the ABCA, the Registrar could order a name change if he found that OFS’s name reasonably would lead to the inference that OFS is or would be associated or affiliated with RPO.
[10] Second, by the combined operation of subsections 4(1) and 4(5)(b) of the Regulation and subsection 12(1)(a) of the ABCA, the Registrar could order a name change if he found that OFS’s name would lead someone who has an interest in dealing with RPO to deal with OFS in the mistaken belief that he or she is dealing with RPO.
[11] Third, pursuant to subsection 12(1)(c) of the ABCA, the Registrar could order a name change if he found that OFS’s name is similar to the name of RPO and that the use of OFS’s name is confusing or misleading.
The Court ultimately upheld the Registrar's finding and the appellant had to change its name.
If you believe someone is infringing on your corporate name, please feel free to contact us.
The information contained in this article is not legal advice. No solicitor client relationship is formed through this article. The reader is encouraged to retain counsel for advice in these matters.
