Private corporations governed under the Canada Business Corporations Act (“CBCA”) will soon be required to report certain information about individuals with significant control directly to Corporations Canada.
Current Regime
In an effort to increase transparency around beneficial ownership of corporations and to curb illegal activities such as money laundering, tax evasion, and terrorist financing, it became mandatory, as of June 2019, for all private corporations governed by the CBCA to create and maintain a register (the “ISC Register”) for any individuals with significant control over the corporation. Specifically, the ISC Register must list any individual who has: (a) a registered or beneficial ownership of at least 25% of all of the corporation’s shares or voting shares; (b) direct or indirect control of at least 25% of all of the corporation’s shares or voting shares; (c) direct or indirect de facto control over the corporation; or (d) any combination of the foregoing that cumulatively gives that individual significant control over the corporation. An individual can also be an individual with significant control if the individual owns or controls a significant number of shares with one or more individuals jointly.
Such corporation’s ISC Register, which must be kept at its registered office or at any other place in Canada, must contain the following information:
- the name, date of birth, and last known address of each individual with significant control;
- the jurisdiction of residence (country or countries) for tax purposes of each individual with significant control;
- the date on which each individual with significant control acquired significant ownership or control and, if applicable, ceased to have significant ownership or control;
- a description of how such individual meets the definition of an individual with significant control; and
- a description of steps taken by the corporation to identify individuals with significant control and to update such information.
Currently, the ISC Register must be provided, upon request, to Corporations Canada, police, Canada Revenue Agency and any similar provincial bodies, other prescribed investigative bodies, as well as the shareholders and creditors (or their personal representatives) of the corporation under certain conditions.
Additional Requirements Coming
On June 23, 2022, the federal Budget Implementation Act, 2022, No. 1, received royal assent. This Act will amend the CBCA to, among other things:
- Require each private CBCA corporation to submit to Corporations Canada the information included in its ISC Register: (a) after the issuance of certificates of incorporation, amalgamation, and/or continuance under the CBCA; (b) on an annual basis; and (c) within 15 days of any change in the information submitted; and
- Allow Corporations Canada to provide all or part of that information to an investigative body, the Financial Transactions and Reports Analysis Centre of Canada, or any prescribed entity.
These amendments are not yet in force and will come into force on a day to be fixed by order of the Governor in Council. It remains unclear how these changes will be implemented and how corporations will need to submit their reports.
Earlier this year, the federal Department of Finance has indicated that these changes are the first steps towards implementing a publicly-accessible beneficial ownership registry of corporations incorporated federally.
To learn more about ISC Registers, please click here.
This blog post was written by Marina Abrosimov, a member of the Business Law team. Marina can be reached at 613-369-0363 or at marina.abrosimov@mannlawyers.com.
