Français   Site Map
 
This is an unofficial version.
If you need an official copy, use the bilingual (PDF) version.

This version is current as of September 30, 2014.
It has been in effect since June 10, 2004.

Note: Earlier consolidated versions are not available online.


 

C.C.S.M. c. B110

The Business Names Registration Act

HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows:

Definitions

1           In this Act,

"business" includes every trade, occupation, profession or venture conducted or carried on with a view to profit or gain; (« affaire »)

"Deputy Director" means a Deputy Director appointed under section 19; (« directeur adjoint »)

"Director" means the Director appointed under section 19; (« directeur »)

"minister" means the member of the Executive Council charged by the Lieutenant Governor in Council with the administration of this Act; (« ministre »)

"partnership" includes a limited partnership to which reference is made in Part II of The Partnership Act and a limited liability partnership to which reference is made in Part III of that Act; (« société en nom collectif »)

"person" includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate and a natural person in his capacity as trustee, executor, administrator or other legal representative; (« personne »)

"prescribed" means prescribed by regulation; (« prescrit »)

"proper office" means the office of the Director appointed under The Corporations Act. (« bureau compétent »)

S.M. 2002, c. 30, s. 7.

Declarations and registration thereof

2(1)        Unless otherwise provided by this Act,

(a) every person carrying on, or intending to carry on, business, in the case of an individual under a name or style other than his family name or surname, and in the case of a corporation under a name or style other than its corporate name;

(b) every person associated in partnership and carrying on or intending to carry on, business;

(c) every person, including a person carrying on business under his own family name or surname, who carries on or intends to carry on business under a name or description that indicates a plurality of persons in the business;

shall cause to be registered in the proper office, a declaration in writing signed by the person setting out such information as may be prescribed.

Exemption of certain professionals

2(2)        Subsection (1) does not apply to a person practising a profession if the profession and the right to practise it are regulated by a governing body under an Act of the Legislature and the person practises

(a) alone; or

(b) in a partnership, other than a limited liability partnership that the person wishes to have the status of a Manitoba limited liability partnership or extra-provincial limited liability partnership within the meaning of Part III of The Partnership Act.

Erection of signs

2(3)        Unless he is registered under this Act, a person who carries on business under his family name or surname, but who uses some other word or designation in addition to his family name or surname as part of the name or style of the business shall, notwithstanding that such other word or designation does not indicate a plurality of persons in the business, erect and maintain at the place where the business is carried on, in full view of the public a sign, poster or advertisement, indicating the full name of the person carrying on the business.

S.M. 2002, c. 30, s. 8; S.M. 2004, c. 42, s. 8.

Contents of declaration

3(1)        Subject to section 7, the declaration under section 2 shall contain or state

(a) the full name and residence of the person carrying on or intending to carry on business and that no person is associated in partnership with him in the business; or

(b) in the case of persons associated in partnership, the full name and residence of each such person in the partnership, carrying on or intending to carry on business;

(c) the general nature of the business carried on or intended to be carried on;

(d) the name, style, or firm name under which the person or partnership carries on or intends to carry on business;

(e) in the case of persons associated in partnership, the time during which the partnership has existed and that the persons named in the declaration are the only members of the partnership or association; and

(f) the principal place in Manitoba, giving, where possible, the street number and name, where business is being carried on or is intended to be carried on.

Time of registering declaration

3(2)        The declaration shall be registered within one month next after the date on which a person commenced to carry on business or within one month prior to the date on which he intends to carry on business; and in the case of a partnership or association, within one month next after the formation of the partnership, or within one month next after commencing to do business in Manitoba.

Publication of registration

3(3)        The Director shall publish a notice of the registration in the manner set out in the regulations.

S.M. 2000, c. 41, s. 2.

Changes in membership

4(1)        Whenever

(a) a dissolution of a partnership occurs; or

(b) a change or alteration in the membership, or in the number of proprietors or partners, of a partnership occurs; or

(c) a person mentioned in clause 2(1)(a) or (c) ceases to carry on business; or

(d) in the case of a limited partnership, there occurs an increase or a decrease in the capital contributed by any limited partner;

a declaration to that effect shall be registered in the proper office within 30 days of the dissolution, change or alteration, cessation or increase or decrease, as the case may be.

Publication of notice of registration

4(1.1)      The Director shall publish a notice of the registration in the manner set out in the regulations.

Change in business or firm name

4(2)        Within 30 days after a change in a business or firm name registered under this Act, a notice of the change shall be registered with the Director in the prescribed form.

Publication of notice of registration

4(2.1)      The Director shall publish a notice of the registration in the manner set out in the regulations.

Dissolution of partnership

4(3)        Within 30 days after a partnership is dissolved, at least one of the persons who were partners as of the date of dissolution shall execute and register with the Director a declaration certifying the dissolution.

Publication of notice of registration

4(4)        The Director shall publish a notice of the registration in the manner set out in the regulations.

S.M. 2000, c. 41, s. 3; S.M. 2004, c. 42, s. 8.

Expiry of registrations

5(1)        A registration or a renewal of a registration under this Act expires at the end of three years from the date of the registration or renewal, as the case may be.

Renewal of registration

5(2)        The registration of a partnership or a business name under this Act may be renewed by registering before the expiry date of the registration a renewal declaration as prescribed.

Failure to renew before expiry

5(3)        Where a registration made under this Act is not renewed before the expiry thereof, a new registration in prescribed form may be made after the expiry, and the expired registration is thereupon deemed to have been renewed on the date of the making of the new registration to all intents and purposes as if it had been renewed before the expiry.

Form of declaration

6           Every declaration made as required under this Act shall be in such form, and shall contain such information in addition to that required under sections 3 and 7, as is prescribed in the regulations.

Limited partnership

7(1)        In the case of a limited partnership the declaration required under sections 2 and 3 shall also state

(a) the names of all the general and limited partners interested therein, distinguishing which are general and which are limited partners, and their usual places of residence; and

(b) the amount of capital that each limited partner has contributed.

7(2)        Repealed, S.M. 2000, c. 41, s. 4.

Body corporate as limited partner

7(3)        A body corporate that is not registered under The Corporations Act shall not register a declaration under this Act, unless it is a limited partner.

S.M. 2000, c. 41, s. 4.

Dissolution of limited partnership

8(1)        Within 30 days after a limited partnership is dissolved, at least one of the persons who were partners as of the date of dissolution shall execute and register with the Director a declaration certifying the dissolution.

Publication of notice of registration

8(1.1)      The Director shall publish a notice of the registration in the manner set out in the regulations.

Notice

8(2)        Before presenting a declaration of dissolution under subsection (1), the persons who formed the partnership shall, at least 30 days prior to the effective date of dissolution, cause to be published, once in each week for three consecutive weeks in a newspaper having circulation in the district where the partnership has its principal place of business in Manitoba, a notice of intention to dissolve the partnership.

S.M. 2000, c. 41, s. 5.

Registration of Manitoba limited liability partnerships

8.1(1)      A declaration to register as a Manitoba limited liability partnership shall be in a form acceptable to the Director and shall include

(a) the name of the partnership;

(b) a description of the profession the partners practise;

(c) the name and residential address in Manitoba of the Manitoba-resident partner who the partnership designates as its representative with respect to matters relating to the partnership;

(d) the address of the registered office of the partnership in Manitoba;

(e) the separate post office box, if any, designated as the partnership's Manitoba address for service by mail;

(f) a statement, from a person who is authorized by the governing body of the profession to provide it, certifying

(i) that the partnership and the partners meet all the applicable eligibility requirements for practice as a limited liability partnership that are imposed under the Act that regulates the profession, and

(ii) that the partners have liability insurance in the form and amount that the governing body requires, as provided for in clause 69(1)(c) of The Partnership Act or in regulations under that Act; and

(g) any other information required by the regulations under this Act.

Registration of extra-provincial limited liability partnerships

8.1(2)      A declaration to register as an extra-provincial limited liability partnership shall be in a form acceptable to the Director and shall include

(a) the name of the partnership;

(b) a description of the profession the partners practise;

(c) the name and residential address in Manitoba of the Manitoba-resident partner who the partnership designates as its representative with respect to matters relating to the partnership;

(d) the name of the governing jurisdiction of the partnership, as defined in Part III of The Partnership Act;

(e) the address of the registered office of the partnership in Manitoba;

(f) the separate post office box, if any, designated as the partnership's Manitoba address for service by mail;

(g) evidence satisfactory to the Director of the partnership's status as a limited liability partnership under the laws of the governing jurisdiction;

(h) a statement, from a person who is authorized by the governing body of the profession to provide it, certifying

(i) that the partnership and the partners meet all the applicable eligibility requirements for practice as a limited liability partnership that are imposed under the Act that regulates the profession, and

(ii) that the Manitoba partners have liability insurance in the form and amount that the governing body requires, as provided for in clause 69(1)(c) of The Partnership Act or in regulations under that Act; and

(i) any other information required by the regulations under this Act.

Registration

8.1(3)      If after receiving a declaration the Director is satisfied that the Manitoba limited liability partnership or extra-provincial limited liability partnership meets the requirements of this Act and the regulations, the Director shall register the limited liability partnership.

Term of registration

8.1(4)      A registration or a renewal of a registration under this section expires at the end of three years from the date of the registration or renewal, as the case may be.  This is subject to subsection (6).

Renewal of registration

8.1(5)      The registration of a Manitoba limited liability partnership or an extra-provincial limited liability partnership may be renewed by registering, on or before the expiry date of the registration, or on or before the expiration of six months from that date, a renewal declaration in the form and containing the information that the Director requires.

Late renewals

8.1(6)      When a renewal declaration is registered after the expiry date of the registration but on or before six months from that date, the expired registration is deemed to have been renewed on the registration date of the renewal declaration to all intents and purposes as if it had been renewed before the expiry.

Effect of expiration

8.1(7)      The expiration of the registration of a Manitoba limited liability partnership affects only its registration as a limited liability partnership and does not dissolve the partnership.

Notice of changes — Manitoba

8.1(8)      A Manitoba limited liability partnership shall, within 30 days after any change in the information mentioned in clauses (1)(a) to (g), file with the Director a declaration in a form acceptable to the Director stating the change and the effective date of the change.

Notice of changes — extra-provincial

8.1(9)      An extra-provincial limited liability partnership shall, within 30 days after any change in the information mentioned in clauses (2)(a) to (i), file with the Director a declaration in a form acceptable to the Director stating the change and the effective date of the change.

Change in partners does not affect registration

8.1(10)     The registration of a Manitoba limited liability partnership or an extra-provincial limited liability partnership is not adversely affected by a change in the partners.

S.M. 2002, c. 30, s. 9.

Holding out after expiration or cancellation

8.2(1)      No partner or partnership shall continue to hold the partnership out as being a Manitoba limited liability partnership or an extra-provincial limited liability partnership after the expiration or cancellation of registration.

Holding out without being registered

8.2(2)      No person shall hold himself or herself out as carrying on business as a Manitoba limited liability partnership or an extra-provincial limited liability partnership, or as a partner in such a partnership, unless the partnership is registered in Manitoba as such.

Offence and penalty

8.2(3)      A person who contravenes subsection (1) or (2) is guilty of an offence and liable on summary conviction to a fine of not more than $5,000.

S.M. 2002, c. 30, s. 9.

Record of declaration

9           Every declaration registered under this Act shall be recorded in the proper office, and the record shall be open for inspection during the hours when the proper office is open.

Disposition of fees

10          The minister shall pay to the Minister of Finance all fees received under this Act; and they shall form part of the Consolidated Fund.

Administration of Act

11          The minister has the administration of this Act, and the Director and any other person or employee appointed, engaged or employed for the purposes of the administration thereof are under the supervision, direction and control of the minister.

Similar names not to be registered

12(1)       Where a declaration is presented for registration, it shall not be registered if it contains a partnership name or business name that is the same as, or is liable to be confounded with, or closely resembles,

(a) a name contained in any declaration previously registered and still in force; or

(b) the name of

(i) any partnership or firm, or

(ii) any body corporate, or

(iii) any unincorporated company, association, organization or body;

whether or not it is registered under this Act or The Corporations Act; or

(c) a name that otherwise on public grounds is objectionable; or

(d) a name that has been reserved by another person under this Act or The Corporations Act.

Prohibited names

12(2)       Where a declaration is presented for registration under this Act, it shall not be registered if it contains a name that is, as prescribed, prohibited or deceptively misdescriptive.

Exception

12(3)       Subsection (1) does not apply where a person, firm, corporation or association consents in writing to the name being used in whole or in part, if the name is not otherwise on public grounds objectionable.

Use of name of dissolved partnership, corporation, etc.

12(4)       Notwithstanding subsection (1), the Director may receive and register the declaration if he is satisfied by such evidence as he deems sufficient that the partnership or business name previously registered, or the partnership, firm, corporation, company, association, organization, or body to which reference is made in clause (1)(b) has been dissolved or is no longer carrying on business.

Reservation of name

12(5)       The Director may, upon the request in writing of any person, reserve a name for the use and benefit of the person or his nominee for a period of 90 days.

Direction of Director for change of name

13          Where the Director is satisfied that a declaration that has been accepted by him and registered under this Act contains a name, style, or firm or partnership name or firm that is the same as that contained in a declaration previously accepted and registered under this Act, or of a body corporate registered under The Corporations Act, or so similar thereto as to be liable to be confounded therewith, or is otherwise on public grounds objectionable, he may direct that the name, style, or firm or partnership name, or firm be changed as he directs, and the previous registration amended accordingly; but no fee shall be charged in respect of the amendment so made.

S.M. 2002, c. 30, s. 10.

Application to Court of Queen's Bench

14(1)       A person who feels aggrieved

(a) as a result of the acceptance and registration of a declaration under this Act or the refusal to accept and register a declaration under this Act;

(b) by the decision of the Director to reserve a name or to refuse to do so;

(c) by a direction made by the Director under section 13 or the refusal of the Director to make a direction under section 13; or

(d) by the cancellation by the Director of a registration or of a renewal of a registration made under this Act;

may apply to the Court of Queen's Bench for an order

(e) cancelling the registration of any declaration referred to in clause (a) or requiring the acceptance and registration of a declaration referred to in clause (a);

(e.1) cancelling the registration of a Manitoba limited liability partnership or an extra-provincial limited liability partnership;

(f) directing the Director to change a decision referred to in clause (b);

(g) changing the name set out in the declaration or in the direction made by the Director under section 13;

(h) directing that the cancellation referred to in clause (d) be rescinded;

and the Court may so order and make any further order it thinks fit.

Registering order

14(2)       The applicant shall forthwith register in the proper office a certified copy of the order of the judge.

R.S.M. 1987 Supp., c. 31, s. 3; S.M. 2002, c. 30, s. 11.

Certified copies, searches and certificates of search

15(1)       Any person may

(a) inspect any document kept, filed, or registered, pursuant to this Act, by the Director; or

(b) require a copy or extract of any such document or part thereof; or

(c) require any such copy or extract to be certified as a true copy or extract; or

(d) search any register required to be kept under this Act; or

(e) require a certificate of search showing the particulars of any registration or entry made under this Act and certified to be correct.

Form of certificate of search

15(2)       A certificate of search issued under clause (1)(e) shall be in such form as the Director may require.

Admissibility of certificate in evidence

15(3)       A copy of, or extract from, any such document certified to be a true copy or extract, or a certificate of search is admissible in evidence in any court as conclusive proof of the matters therein contained or stated, and is of equal validity with the original document.

Certificate of Director

15(4)       Where a provision of this Act requires or authorizes the Director to issue a certificate or to certify any fact, the certificate shall be signed by the Director or a Deputy Director.

Mechanically reproduced signature

15(5)       A signature required on a certificate or other document issued by the Director under this Act may be printed or otherwise mechanically reproduced thereon.

Records may be microfilmed

16(1)       Records required by this Act to be prepared and maintained by the Director may be in bound or loose-leaf form or in photographic film form, or may be entered or recorded by any system of mechanical or electronic data processing or by any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time.

Certification of records

16(2)       Where records maintained by the Director are prepared and maintained other than in written form,

(a) the Director shall furnish any copy required to be furnished under subsection 15(1) in intelligible written form; and

(b) a report reproduced from those records, if it is certified by the Director, is admissible in evidence to the same extent as the original written records would have been.

No need for original

16(3)       Notwithstanding section 15, the Director is not required to produce any document where a copy of the document is furnished in compliance with clause (2)(a).

Cancellation of registration

17(1)       The Director may cancel a registration or renewal made under this Act where the fee for the registration or renewal was paid by a cheque, money order, draft or other negotiable instrument and the cheque, money order, draft or other negotiable instrument was dishonoured by the person upon whom it was drawn.

Cancellation for non-compliance

17(2)       The Director may cancel a registration or the renewal of a registration made under this Act, where the registration or renewal is not in compliance with this Act or the regulations.

Cancellation of registration — LLPs

17(3)       Without limiting the generality of subsections (1) and (2), the Director may cancel the registration of a Manitoba limited liability partnership or an extra-provincial limited liability partnership if

(a) the partnership files with the Director a request in a form acceptable to the Director that the registration be cancelled; or

(b) the Director receives a notice

(i) from a person who is authorized by the governing body of the applicable profession in Manitoba to provide the notice, stating that

(A) the partnership or one or more of the partners no longer meets all the applicable eligibility requirements for practice as a limited liability partnership that are imposed under the Act regulating the profession, or

(B) one or more of the partners no longer has liability insurance in the form and amount that the governing body requires, as provided for in clause 69(1)(c) of The Partnership Act or in regulations under that Act, or

(ii) from the regulatory official or body in an extra-provincial limited liability partnership's governing jurisdiction, stating that

(A) the partnership no longer has the status of a limited liability partnership in that jurisdiction, or

(B) one or more of the partners no longer has liability insurance in the form and amount that the governing body requires, as provided for in clause 69(1)(c) of The Partnership Act or in regulations under that Act.

Notice of cancellation — LLPs

17(4)       Before cancelling the registration of a Manitoba limited liability partnership or an extra-provincial limited liability partnership under subsection (1) or (2) or clause (3)(b), the Director shall

(a) give the limited liability partnership at least 30 days notice of the intended cancellation; and

(b) publish notice of the intended cancellation in the manner set out in the regulations.

Remedying default

17(5)       The Director shall not cancel the registration if the Manitoba limited liability partnership or extra-provincial limited liability partnership remedies the default before the expiration of the period mentioned in the notice.

Effect of cancellation — Manitoba

17(6)       Cancellation of the registration of a Manitoba limited liability partnership affects only its registration as a limited liability partnership and does not dissolve the partnership.

S.M. 2002, c. 30, s. 12.

Regulations

18          For the purpose of carrying out the provisions of this Act according to their intent, the Lieutenant Governor in Council may make such regulations and orders as are ancillary thereto and are not inconsistent therewith; and every regulation or order made under, and in accordance with the authority granted by this section, has the force of law; and without restricting the generality of the foregoing, the Lieutenant Governor in Council may make regulations and orders,

(a) prescribing and requiring fees to be paid under this Act for

(i) a registration or renewal thereof;

(ii) a certificate issued by the Director;

(iii) a search or inspection of any document filed or kept in the proper office;

(iv) a certified copy or extract from any document kept in the proper office;

(b) prescribing the additional information, if any, that shall be included in a declaration or renewal thereof made under this Act;

(c) prescribing the form in which declarations or renewals thereof to which reference is made in clause (b) shall be made;

(d) prescribing the form of any other declarations, certificates, applications, or other instruments or documents required to be made, registered, used, or issued under this Act;

(e) prescribing the manner in which certificates registered under this Act shall be recorded;

(f) specifying any service or thing given or done under this Act other than those for which specific provision is made herein, for which a fee shall be paid;

(g) respecting the publication of any notice required to be published by a provision of this Act;

(h) respecting the imposition of terms on the registration of a Manitoba limited liability partnership or an extra-provincial limited liability partnership, including authorizing the Director to impose terms.

S.M. 2000, c. 41, s. 6; S.M. 2002, c. 30, s. 13; S.M. 2004, c. 42, s. 40.

Appointment of Director

19          The minister may appoint a Director and one or more Deputy Directors to carry out the duties and exercise the powers of the Director under this Act.

Offence and penalty

20(1)       Every person who, without reasonable excuse, contravenes or fails to observe a provision of this Act or the regulations is guilty of an offence and is liable on summary conviction to a fine not exceeding $500.

Order to comply

20(2)       Where a person is guilty of an offence under this Act or the regulations, any court in which proceedings in respect of the offence are taken may, in addition to any punishment it may impose, order that person to comply with the provisions of the Act or the regulations for the contravention of which he has been convicted.

 

 


Accessibility Disclaimer Copyright Privacy Contact Government