|This is an unofficial archived version of The Business Names Registration Act|
as enacted by SM 1987-88, c. 9 on July 17, 1987.
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R.S.M. 1987, c. B110
The Business Names Registration Act
|Table of Contents|
HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows:
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; ("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" )
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.
Subsection (1) does not apply to a person practising a profession, either alone or in partnership, if the profession and the right to practise that profession is regulated by the governing body of that profession under an Act of the Legislature.
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.
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.
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.
The Director shall forthwith cause a notice of the registration to be published in The Manitoba Gazette.
(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;
(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; and the Director shall cause a notice of the registration to be published in The Manitoba Gazette.
Whenever there occurs a change in a business or firm name registered under this Act, a notice of the change shall be registered with the Director in a form prescribed and within 30 days of the change; and the Director shall cause a notice of the change to be published in The Manitoba Gazette.
Upon the dissolution of a partnership, any or all of the persons who comprised the partnership may execute and register a declaration certifying the dissolution of the partnership; and the Director shall cause a notice of such dissolution to be published in The Manitoba Gazette.
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.
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.
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.
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.
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.
The Director shall cause a notice of the registration under subsection (1) to be published forthwith in The Manitoba Gazette.
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.
Where a limited partnership is dissolved, any of the persons who formed the partnership shall, within days after the dissolution, register in the proper office a declaration signed by them as to the dissolution; and the Director shall cause a notice of the dissolution to be published in The Manitoba Gazette.
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.
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.
The minister shall pay to the Minister of Finance all fees received under this Act; and they shall form part of the Consolidated Fund.
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.
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.
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.
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.
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.
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.
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 corporation 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.
A person who feels aggrieved as a result of the acceptance and registration of a declaration under this Act, or by a direction made by the Director under section 13, may, upon at least seven days notice to the Director, and to such other persons as the judge may direct, apply to a judge of the Court of Queen's Bench for a review of the matter; and the judge may make an order cancelling the registration, changing the name set out in the declaration so registered, or in the direction made by the Director, to such name as the judge deems proper, or may dismiss the application.
The applicant shall forthwith register in the proper office a certified copy of the order of the judge.
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.
A certificate of search issued under clause (1)(e) shall be in such form as the Director may require.
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.
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.
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 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.
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.
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).
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.
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.
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.
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.
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.
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.