When starting a new endeavour, entrepreneurs will often ask themselves questions like, “how do I pick a name for my business” or “what is a good name for a small business?”. While the creative process is crucial, it’s important to conduct a business name search and to be aware of the rules so your name is both attractive and legally compliant.
So how do you name a business in Quebec? Beyond the creative process, various laws work together to provide a framework for the type of words that can make up the name. Today we’ll walk you through some of the legal considerations to keep in mind to craft a catchy business name.
The Rules and Regulations
Let’s first take a look at the rules in the Charter of the French Language, CQLR c C-11 (the “Charter”) and the Act respecting the legal publicity of enterprises, CQLR c P-44.1.
According to the Charter, to obtain juridical personality a business name must be in French. This applies to out-of-province businesses that want to do business in Quebec. In their case, they must declare a French version of their company name, even if it’s not in their constituting documents.
However, family names, place names, expressions formed by the artificial combination of letters, syllables, or figures, and expressions from other languages may be used in a business name. But this is only one part of the story.
In addition to the Charter requirements, the chosen name must not:
Include prohibited expressions or those which the law reserves for another person;
Include an immoral, obscene, or scandalous notion in its expression;
Incorrectly state the juridical form or fail to state it. For example, a corporation must not identify itself as a partnership or fail to include “Inc.” at the end of its constituting name;
falsely suggests that the company is a non-profit;
falsely suggests that the business is, or is related to, a public authority mentioned in the regulation of the Government;
falsely suggest that the enterprise is related to another person, trust, partnership, or group of persons, in the cases and view of the criteria determined by regulation of the Government;
be confusingly similar to a name used in Québec; or
be misleading in any other manner.
Trademarks
Trademarked names are federally protected across Canada. Before finalizing a name, consult the trademarks registry through the Canadian Intellectual Property Office website to confirm that you are not infringing on a trademarked name. This will avoid future liabilities and potential litigation.
On the other hand, once you’ve chosen a creative and legally compliant name consider filing for a trademark so that you are also accorded protection from any potential future infringement of your mark.
The Components of a Business Name
Now that we know the rules of the game, let’s take a look at the components of a business name. A business name is made up of three parts: generic, specific, and particle.
The generic component provides a general description of the business. For example, a real estate company’s generic component would be “real estate”. The specific component is what we can call the brand name of the business. This one differentiates and identifies you from your competitors. Keeping with our real estate example, this could be a word like “first”. The particle is the last part of the name which lets consumers know the legal structure. For an incorporated company, this would be “inc.”. Put it all together and we get First Real Estate Inc.
Constituting and Assumed Names
When carrying on business in Quebec, a company can have two names: its constituting name and assumed name. The constituting name is the legal name of the company, and for corporations, it’s the one appearing in the articles of incorporation. From our previous example, the constituting name of the company would be First Real Estate Inc. Alternatively, some businesses decide to request a numbered company from the Registraire des entreprises du Quebec (the “Registraire”). Then they will declare an assumed name for their commercial activities.
In addition to the constituting name, a business may choose and declare to the Registraire an assumed name. Why would a business have a constituting and an assumed name? An assumed name allows a company to develop a brand without using the particle component. Furthermore, if they decide to rebrand and change the assumed name, they will not have to go through the steps of changing the constituting name. Although the assumed name provides greater flexibility, it must still comply with the rules in place.
Companies constituted either federally, in another province, or even in another country can register to do business in Quebec. However, their name must also comply with the rules and regulations. In this case, they will file an assumed name with the Registraire in French, allowing them to comply with the rules without having to amend their constituting documents.
This blog post is not legal advice and is for general informational purposes only. Always speak with a lawyer before acting on any of the information contained herein.
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