CHANGE OF NAME – FOREIGN ENTITY

Document Properties

  • Type of Publication: Transaction Instructions
  • Index A No: 6
  • Revised: July 2017

Legislative Authorities

  • Subsection 528(1.1) of the Bank Act (BA)
  • Section 576 of the Insurance Companies Act (ICA)

Information Requirements

The applicant is generally expected to provide:

  1. the full legal name of the foreign entity (FE)Footnote 1;

  2. the name the FE proposes to use in Canada, 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 or ICA, as applicable, and meets the requirements of any other relevant Canadian legislation, including all pertinent financial institution statutes;

  3. where the proposed name of the FE 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 3 and

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

  4. where the application is made as a result of a change in the name of the FE in its home jurisdiction, and the FE wishes to use its new name in Canada, a certified copy of a document that, pursuant to the laws of the jurisdiction under which it was incorporated or established, effected the FE’s change of name.

Administrative Guidance

  1. Please note that additional information and/or approvals may be required where an application to change the name of an FE is made as a result of a merger or amalgamation. In such circumstances, applicants are strongly encouraged to contact OSFI’s Legislation and Approvals Division prior to filing an application.

  2. 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).

  3. 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 an entity in the applicant’s corporate group; and

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

  4. Please note that this approval does not in itself confer any rights in respect of corporate names or trade names that may have existed at the time the approval was granted 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 approval of a name may not protect the FE 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.

  5. Requests for approval(s) that are addressed in this document are not subject to a service charge.Footnote 4

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

Provide the complete legal name as it appears in the incorporating documents.

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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 FE conducts business in the Province of Québec, a search of the Québec Corporations Database at “Registraire des entreprises” is also required. If the FE 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.

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Footnote 3

Please refer to paragraph 530(1)(c) of the BA and paragraph 575(1)(c) and ss 575(2) of the ICA.

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Footnote 4

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

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