Since June 2019, most corporations incorporated under the Canada Business Corporations Act (the “Act”) have been required to maintain a register of individuals with significant control (“ISC”). Bill C-42, also known as An Act to amend the Canada Business Corporations Act and to make consequential and related amendments to other Acts, received royal assent on November 2, 2023. As a result of Bill C-42, new personal information about ISCs is required to be collected and reported to Corporations Canada. This will require updates to companies’ federal transparency register.
New Personal Information to be Reported
As of January 22, 2024, the following additional information about ISCs will need to be reported to Corporations Canada:
- Date of birth
- Residential address
- Address for service (if different from residential address)
- Citizenship
Public Personal Information
The new amendments to the Act also introduced the requirement for certain information to be publicly available. This publicly available information about the ISCs of corporations is as follows:
- Name
- Residential address or address for service
- Date the ISC became or ceased to have significant control of the corporation
- Description of how the ISC has significant control of the corporation
This public information does not apply to individuals who are under 18. People can apply to the Director of Corporations Canada for an exemption. The Director will consider an exemption if there is a serious threat to the safety of the individual or if they’re incapable.
When must this Information be Reported?
This information must be reported to Corporations Canada annually with its annual return, on incorporation of a new corporation, and after amalgamation or continuance. Any changes to the corporation’s transparency register must be reported within 15 days of the corporation becoming aware of such change.
Penalties
Penalties were also increased significantly to $1,000,000 or imprisonment for a term not exceeding 5 years, or both.
We remind you that BC companies also require to maintain transparency registers; however, this information is currently not publicly available. Accordingly, you may wish to incorporate a BC company as opposed to a federal company. Our lawyers can help you make this determination.
We will be contacting our federal corporation clients for whom we maintain their corporate records to obtain such additional information in due course.
