Like many things are being postponed due to COVID-19, the enactment of the B.C. Transparency Register has also been postponed.  The new B.C. Transparency Register which was originally to be effective as of May 1, 2020 has now been extended by 5 months.  Please refer to our original article for more information about the requirements.

This Transparency Register for private companies is not to be confused with the disclosure obligations required by the Land Owner Transparency Act—which is expected to be in force sometime this year.  For more information about the registration of beneficial ownership of land in B.C. please refer to our earlier article.

In addition to the delay, the Lieutenant Governor revised numerous sections of the B.C. Business Corporations Regulations (the “Regulations”) through an Order in Council approved on April 6, 2020.

Private Companies Exclusions

Only B.C. private companies are required to establish and maintain a Transparency Register.  The new amendments include a prescribed list of private companies that are not required to create a Transparency Register:

• an insurance company[1];
• a trust company[2];
• a government corporation[3];
• a company that is a wholly owned subsidiary of a corporation incorporated, continued or amalgamated by an enactment;
• a company incorporated or wholly owned by a municipality[4];
• a company incorporated or wholly owned by a regional district[5];
• a company that operates an independent school[6];
• a company that results from the conversion of a corporation incorporated under Part 6.1 of the School Act; or
• a company that is wholly owned by one or more Indigenous nations[7].

If a company is included in the list above, they will not be required to establish and maintain a Transparency Register.

Special Intermediary Exclusions

Only those who qualify as a “significant individual” must be listed on the Transparency Register.  There is a new category of individuals who do not qualify as a “significant individual”.  This excluded group is defined as a “special intermediary”.  Those individuals who fall into this category do not need to be listed on a company’s Transparency Register.  Section 52 of the Regulations lists the following as a “special intermediary”:

• a public company;
• a wholly owned subsidiary of a public company;
• a credit union or an extra provincial credit union[8];
• an insurance company or an extra provincial credit union[9];
• a trust company or an extra provincial trust corporation[10];
• a government corporation[11];
• a corporation that is an agent, majority shareholder or controlled by Canada or a province;
• a corporation incorporated, continued or amalgamated by an enactment or an Act of Canada or a province;
• a subsidiary of a corporation incorporated, continued or amalgamated by an enactment or an Act of Canada or a province;
• a corporation incorporated or wholly owned by a municipality[12];
• a corporation incorporated or wholly owned by a regional district[13];
• an authority[14] that operates an independent school;
• a corporation incorporated under Part 6.1 of the School Act;
• a company that results from the conversion of a corporation incorporated under Part 6.1 of the School Act;
• a corporation that is wholly owned by one or more Indigenous nations[15];
• a trustee of a testamentary trust;
• the Public Guardian and Trustee; or
• a public officer or corporation whose sole function is similar to those of the Public Guardian and Trustee and that is created under an Act of Canada or a province.

If any company listed above holds shares or has rights related to electing, appointing or removing directors, then the individuals that control a “special intermediary” are deemed not to have indirect control and therefore are not required to be listed on the Transparency Register.

There is an exception to the special intermediary exclusion.  Trust companies, extra provincial trust corporations or persons that control a “special intermediary” must be listed on the Transparency Register.

Maximum Copying Fee

Finally, the last substantive section that was added was a maximum copying fee.  The prescribed maximum copying fee for copies of a Transparency Register is $0.50 per page.

The Transparency Registers now must be prepared by October 1, 2020.  Clark Wilson’s Corporate Records team will be contacting B.C. private companies for whom we act as the registered and records office to assist with the preparation of the Transparency Register.