Part I: Amendments to the Canada Business Corporations Act: Transparency Reporting Requirements

Over the past several years, the federal government has begun taking steps to implement transparency standards on beneficial ownership and corporate control. As part of this, on January 22, 2024, amendments to the Canada Business Corporations Act (“CBCA”) that were included in the Budget Implementation Act, 2022, No. 1 (“BIA”) came into effect. Such amendments will require CBCA corporations to collect additional information about Individuals with Significant Control (“ISCs”) and for Directors appointed under the CBCA to make certain information on ISCs available to the public.[1]

The CBCA amendments also implement penalties for offences where CBCA corporations fail to comply with ISC filing requirements as well as additional compliance powers provided to the Director appointed under the CBCA.

This article will summarize the various CBCA information gathering and filing requirements including the new filing requirements for ISCs, when and what to file, and what type of information will be made available to the public. Our subsequent article to be released on March 12, 2024, will discuss the broadened application of penalties for offences for failing to file in accordance with the ISCs requirements and additional compliance powers provided to the Director under the CBCA.

New Filing Requirement in Effect: Information on Individuals with Significant Control

As of January 22, 2024, federal businesses incorporated under the CBCA are required to report additional information on individuals with significant control over corporations (i.e. ISCs.) The new ISC requirements will apply to all CBCA corporations and will be in addition to the obligations that came into effect in 2019 which required all CBCA corporations to maintain and provide a register of ISCs. Notably, even the few CBCA corporations that are excluded from ISC filing obligations under the CBCA will still have to file to confirm that the corporation is excluded from the ISC filing requirement.[2]

When to File

Businesses will need to file ISC information with Corporations Canada as follows:[3]

• Annually at the same time as their annual return;
• Within 15 days of any change made in their ISC register; or
• Upon incorporation or within 30 days of the date of issuance of the Certificate of Amalgamation or the Certificate of Continuance.

What to File

For each ISC, the following information must be filed with the Registrar:[4]

• Their legal name, date of birth, residential address, and address for service if it has been provided to the corporation;
• The citizenship of each ISC;
• The jurisdiction of residence;
• The day the individual acquired or ceased to have significant control;
• A description of how control is maintained; and
• A description of steps taken to update the register of ISCs.

What Type of Information will be Made Public

Once a CBCA corporation files its ISC information, some of the information will be made available to the public through Corporations Canada's online search.

Information that will be made public includes:[5]

• Full legal name;
• Date the individual became an ISC and ceased to be an ISC, as applicable;
• Description of the ISC's significant control;
• Residential address (will be made public if no address for service is provided); and
• Address for service (if one is provided).

Information that will not be made public includes:[6]

• Date of birth;
• Country (or countries) of citizenship;
• Country (or countries) where the ISC is considered a resident for tax purposes;
• Residential address (if an address for service is provided);
• Information about an ISC who is less than 18 years of age (until they turn 18); and
• Information about an ISC who is declared incapable or whose safety would be at serious risk if the information were made public.

Conclusion

The amendments to the CBCA are part of a wider push for greater corporate transparency which has been cited as an ongoing international concern. Canada, as a G7 and G20 country and a member of the Financial Action Task Force, has committed to implementing standards on beneficial ownership and corporate control transparency as further evidenced in the recent CBCA amendments.

For more information on the Amendments to the CBCA, please see our subsequent article, Part II: Amendments to the Canada Business Corporations Act: Penalties for Offences and Director’s Compliance Powers scheduled to be released on March 12, 2024.

For additional background on individuals with significant control reporting requirements under the CBCA, please review our firm's previous articles on individuals with significant control (from 2019),[7] transparency trends (from 2021),[8] and proposed amendments under Bill C-19 (from 2022)[9].