What is a transparency register?

A transparency register is a list of information on a company’s significant individuals.

A transparency register is specific only to private companies incorporated in B.C. and will be held in each company’s own records office. The public will not have access to the transparency register. Only current directors of the company, law enforcement and specific inspecting officials will have access, subject to certain rules.

Why do companies incorporated in British Columbia need to create a transparency register?

As part of government’s commitment to end hidden ownership of companies in British Columbia and to help crack down on illegal activities, they require B.C. private companies to create and maintain a transparency register listing the significant individuals of the company by October 1, 2020.

This is intended to help companies and, in some cases authorities, identify the actual individuals (i.e., natural persons) who own and control B.C. private companies.

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.

Is this the same as the Land Ownership Transparency Registry?

No. The Land Ownership Transparency Registry will be a public registry maintained by the BC Land Title and Survey Authority pursuant to the Land Ownership Transparency Act, which is expected to come into force in late 2020 or early 2021. While much of the same information will be collected as for the transparency register, they are separate requirements. More information may found here.

Do all companies need to create a transparency register?

Only B.C. private companies are required to establish and maintain a transparency register. Recent amendments include a prescribed list of private companies that are not required to create a transparency register:

• an insurance company;
• a trust company;
• a government corporation;
• 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;
• a company incorporated or wholly owned by a regional district;
• a company that operates an independent school;
• 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.

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

Who is a significant individual?

A “significant individual” is someone who:

• directly or indirectly own or control 25% or more shares of a company; or
• have the right to elect or appoint a majority of the directors of the company.

Whether or not an individual has control over an entity, will be determined in accordance with the following rules:

• Corporation: a person has control if they have the right to elect or appoint a majority of the directors of the corporation;
• Partnership: a person has control if they are a partner;
• Agent: a person has control if they are the principal of the agent.

If an individual controls an entity, the shares or rights held by that entity must be included when calculating if the individual is a significant individual. A minor can be a significant individual.

Please click here for an article that discusses various situations that may arise.

Are there any exemptions on when an individual controls an entity?

For the purposes of the transparency register, no one controls a “special intermediary” so you do not need to include the shares or rights of a special intermediary when deciding if someone is a significant individual. The following is a list of special intermediaries:

• a public company;
• a wholly owned subsidiary of a public company;
• a credit union or an extra provincial credit union;
• an insurance company or an extra provincial credit union;
• a trust company or an extra provincial trust corporation;
• a government corporation;
• 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;
• a corporation incorporated or wholly owned by a regional district;
• an authority 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;
• 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.