BC Companies and the Mandatory Transparency Register

As of October 1, 2020, private companies incorporated under the BC Business Corporations Act (“Act”) are required to maintain and prepare a Transparency Register. This requirement came into effect to assist with the fight against financial crime.

Register Requirements 

The Register requires a company to list each “significant individual” who directly or indirectly:

  • owns or controls 25% or more of the shares or votes of a company; and
  • who has a direct or indirect right or ability to elect, appoint or remove the majority of the directors of a company.

Depending on how the shares of the company are held and knowing who has direct or indirect rights or abilities to elect, appoint or remove a majority of the directors, the ascertainment process of a “significant individual” can be easy or quite challenging.

Ascertainment of a Significant Individual 

Shareholding: an individual who has an interest, right, or a combination of each, in a significant number of shares of a company is a significant individual if he/she has (i) an interest as a registered owner of one or more of the company’s shares; (ii) an interest as a beneficial owner of one or more of the company’s shares; and (iii) indirect control of one or more of the company’s shares (s. 119.11(2)(a) of the Act).

Furthermore, a significant individual owning a “significant number of shares”, means the individual owns either of the following:

  • 25% or more of the issued shares in a company; 
  • issued shares of the company that carry 25% or more of the rights to vote at general meetings.

(s. 119.11(1) of the Act)

Rights or Abilities: You would need to look at the extent of the individual’s control (rights or abilities) and ask if the individual has the ability to elect, appoint, or remove a majority of the directors of a company: (i) directly; (ii) indirectly; or (iii) exercising influence over an individual who has such a right (s. 119.11(2)(b) of the Act)

The Company’s Duty 

The company has a duty to prepare, maintain and update a register that:

  • lists all significant individuals
  • contains key information about each individual that is accurate and up to date (see key information below); and
  • files the Register once a year.

Key Information 

The company will need to state the following for the significant individual:

  • Full name, date of birth and address
  • How and when the individual became a significant individual
  • Whether an individual is a Canadian Citizen or Permanent Resident, and if not, state his or her country of citizenship
  • State whether the individual is a resident of Canada for tax purposes

Inspection of the Register 

The following have the right to access the register:

  • Officer or Director of the Company
  • Tax Authorities
  • RCMP/Police
  • Certain Regulators (ex:BC Securities Commission)

Compliance

Non-compliance with the Act is an offence carrying fines up to $50,000 for individuals and $100,000 for others.

Please note that this information is intended for informational purposes only. It does not constitute legal advice or create a solicitor-client relationship. For more information or assistance contact our office to speak with a lawyer directly.

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Mandy Badwal

Mandy Badwal

Mandy is an associate lawyer with Jiwa Law Corporation and her practice consists of matters relating to Wills and Estate Planning, Corporate and Commercial Transactions, and Real Estate Transactions.

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