CHANGE OF NAME – LETTERS PATENT

Document Properties

  • Type of Publication: Transaction Instructions
  • Index A No: 5
  • Revised: July 2017

Legislative Authorities

  • Sections 216 and 802 of the Bank Act (BA)
  • Section 221 of the Trust and Loan Companies Act (TLCA)
  • Sections 225 and 850 of the Insurance Companies Act (ICA)
  • Section 220 of the Cooperative Credit Associations Act (CCAA)

Information Requirements

The applicant is generally expected to provide:

  1. a certified copy of the special resolution authorizing the change of name in the incorporating instrument of the federally regulated financial institution (FRFI);

  2. the proposed nameFootnote 1 of the FRFI, in English, French, or both (as required), and a name search reportFootnote 2 accompanied by an analysis in support of the applicant’s conclusion that the proposed name:

    1. is available for use in Canada, and

    2. is not prohibited by the BA, TLCA, ICA or CCAA, as applicable, and meets the requirements of any other relevant Canadian legislation;Footnote 3 and

  3. where the proposed name of the applicant is substantially the same as that of an affiliated entity:

    1. the consent in writing of that entity, or from the controlling parent of the corporate group on behalf of that entity, to use the name,Footnote 4 and

    2. a description of the mitigants already in place, or mitigating measures that the FRFI will undertake, to avoid potential confusion in the marketplace.

Administrative Guidance

  1. When assessing an application pursuant to the Legislative Authorities, OSFI will generally take into account the factors set out in OSFI Advisory 2002-01-R1 - Corporate Names, Registered Names and Trade Names (Advisory).

  2. With respect to the Information Requirement detailed in item 2 of the “Information Requirements” above, please note that OSFI expects the applicant’s analysis to:

    1. demonstrate that the proposed name complies with each of the factors set out in the Advisory;

    2. identify any names appearing on the submitted name search report(s) that are owned or used by any entity in the applicant’s corporate group; and

    3. identify and describe any other trade names, trade-marks, or any components thereof, used by any other entity in the applicant’s corporate group that will be shared with, or form part of, the applicant’s proposed name.

  3. Please note that the amended letters patent reflecting the change of name of the FRFI do not in themselves confer any rights in respect of corporate names or trade names that may have existed at the time the amended letters patent were issued but that did not appear on the name search report, or were not considered likely to cause confusion during the course of the application.  Similarly, the issuance of amended letters patent effecting a change of name of the FRFI may not protect the FRFI from earlier or subsequent trademarks of other persons or entities.  Further information on protecting a corporate name can be found on the Industry Canada website at http://www.strategis.ic.gc.ca.

  4. As an alternative to changing a name through letters patent, the FRFI may change its name through a by-law amendment. The amendment would not be effective until it is confirmed by a special resolution of the FRFI’s shareholders and policyholders that are entitled to vote,Footnote 5 (or in the case of a fraternal benefit society, confirmed by a resolution of the members entitled to vote);Footnote 6 and approved by the Superintendent. In terms of OSFI’s approvals processes, applications to approve a change of name through a by-law amendment are generally more expedient than a change of name via letters patent. Where the Superintendent has approved a by-law amendment respecting a change to the name of a FRFI, OSFI will issue amended letters patent reflecting the change of name. The applicant should refer to OSFI Transaction Instruction DA No. 9 - Change of Name - By-Law if it wishes to proceed in that alternate manner.

  5. Requests for approval(s) that are addressed in this document are not subject to a service chargeFootnote 7.

The information requirements and administrative guidance are intended to satisfy typical applications. They have been derived from OSFI’s experience in assessing applications. Applicants who provide all information and material requested can generally expect a more timely assessment of their applications. As appropriate to the circumstances, OSFI may request additional information, take into account other matters, impose terms and conditions, or require undertakings.

Footnotes

Footnote 1

The proposed name can be reserved with OSFI for a period of 90 days pursuant to the federal legislation noted above. Please see Index A No. 20 – Name Reservation for information requirements and administrative guidance in relation to name reservation applications.

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Footnote 2

OSFI will accept a NUANS corporate name search report, which includes a list of business names and trademarks that are similar to the name being proposed. If the FRFI conducts business in the Province of Québec, a search of the Québec Corporations Database at “Registraire des entreprises” is also required.

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Footnote 3

If the FRFI will use both an English and French form of the proposed name, a name search report and corresponding analysis must be provided in respect of both forms of that name. Reference should also be made to OSFI Advisory 2002-01-R1 - Corporate Names, Registered Names and Trade Names.

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Footnote 4

Please see s. 41 of the BA, s.43 of the TLCA, s. 43 and s. 731 of the ICA, and ss. 37 of the CCAA.

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Footnote 5

Please see ss. 217(3) and s. 802 of the BA, ss. 222(3) of the TLCA, ss. 238(3) and s. 851 of the ICA, and ss. 221(2) of the CCAA.

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Footnote 6

Please see s. 544.1 of the ICA for fraternal benefit societies.

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Footnote 7

Please see Charges for Services Provided by the Office of the Superintendent of Financial Institutions Regulations 2002.

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