The Canadian federal, provincial and territorial finance ministers executed the Agreement to Strengthen Beneficial Ownership Transparency in 2017. The agreement required the finance ministers of each government and territory to pursue legislative amendments to corporate statutes (and other relevant legislation) to ensure that corporations hold “accurate and up to date information on beneficial owners that will be available to law enforcement, and tax and other authorities.”[1] The ministers agreed to attempt to introduce the legislative amendments by July 1, 2019.
The federal government introduced amendments to the Canada Business Corporations Act[2] (CBCA) in the October 2018 federal budget bill to meet its obligations under the Agreement to Strengthen Beneficial Ownership Transparency. The amendments to the CBCA came into force on June 13, 2019. The provincial and territorial governments have not yet introduced similar legislation.
The Amendments
Currently, corporations incorporated under the CBCA are required to maintain a securities register of legal or “registered” shareholders. Under the new amendments (which generally apply to private corporations), corporations are required to actively collect and maintain information with respect to legal shareholders and beneficial shareholders (shareholders with “significant control” over the corporation, whether director or indirect).
CBCA corporations will be required to identify individuals with “significant control” and track them on a new securities register, which must include:
- Name, date of birth, and last known address;
- Jurisdiction of residence for tax purposes;
- The date on which the individual became or ceased to be an individual with significant control;
- A description of how the individuals qualify as individuals with significant control; and
- A description of what steps have been taken to update the record.
An individual with “significant control” is an individual (or any group acting jointly or in concert) that owns or controls 25 percent or more of the voting rights attached to the corporation’s shares or 25 percent or more of the corporation’s shares by value.
CBCA corporations will be required to take reasonable steps to ensure that it has identified all individuals with significant control at least once during each financial year of the corporation.
The failure to comply with the new requirements could result in a fine or prison sentence or both.
Ontario
Provincial governments (except British Columbia, which has introduced similar provincial legislation) have not released their legislative changes in order to comply with the Agreement to Strengthen Beneficial Ownership Transparency. However, since the ministers of finance agreed to aim to introduce legislation by July 1, 2019, provincial governments are expected to release their legislative changes soon.
[1] See the agreement at: https://www.fin.gc.ca/n17/data/17-122_4-eng.asp (accessed on June 18, 2019).
[2] RSC 1985, c. C-44.