Submitted by UCS on March 15, 2024

Canada introduces the Business Corporations Act

In 2019, a new regulation was implemented in Canada, mandating federally incorporated,  privately held companies incorporated under the Canada Business Corporations Act (CBCA) to establish and maintain comprehensive records of individuals who have significant control (ISCs) of the company. The objective behind mandating such reporting is to enhance transparency in corporate ownership, aiming to tackle money laundering, terrorist financing, and other illicit financial activities.

Effective January 22, 2024, subject companies will be obligated to submit their ISC Registers to Corporations Canada, marking a new filing requirement.

If you have been keeping up with our UCS blog series on the Corporate Transparency Act (CTA) in the United States, you will notice many similarities in the reporting obligations of the Acts.  Below is a brief description of the new requirements., If you would like an in-depth resource, see the detailed description of the law on Corporations Canada’s website here.

ISC defined.

The definition of an ISC is an individual who:

• Owns, controls, or directs 25% or more of shares individually, jointly or in concert with one or more individuals.
• Has control in fact over the corporation without owning any shares.
• Meets a combination of any of these factors.

Purpose of the Canadian Business Corporation Act

The purpose of disclosing the personal information of ISC is to promote transparency of corporations. However, it is not required for a company to disclose their ISC information to the public in general. It is instead required upon request to provide ISC information to a company’s shareholders and creditors, investigative bodies, and Corporations Canada.

Companies that are exempt otherwise have their ISC information available because of relevant securities laws or are owned by a Canadian government. Further details are provided on the Corporations Canada link above.

Regardless of changes to the information, the ISC report will have to be re-submitted each year along with the corporation’s annual return. The ISC report will also have to be updated within 15 days of any change that may happen.

Additionally, companies will be given a 30-day window to file an amended report in case any changes have been made.

Information that is reported

Listed below is the required information for an ISC report:

• Full legal name
• Date of birth
• Country (or countries) where the ISC is considered a resident for tax purposes
• Residential address (note: due to new legislative amendments coming into force on January 22, 2024 that will make some ISC information public, an address for service should also be collected if an ISC does not want their residential address to be made public.)
• The day on which the individual became an ISC (for example, when the ISC purchased 25% or more of the corporation’s shares)
• The day on which the individual ceased to be an ISC (for example, when the ISC sold their shares)
• A description of the ISC’s significant control.

Conclusion

Similar to the Corporate Transparency Act, the Canadian Business Corporations Act aims to combat money laundering and terrorist financing, discourage tax evasion and tax avoidance, and ensure that their nation remains an appealing destination for conducting business.

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About the authors

Ray Barr is an independent writer and video editor who is presently pursuing a Master of Fine Arts in Creative Writing at The New School. He completed his undergraduate studies in Classical Civilizations at The University of Richmond, where he also explored various disciplines such as History, Anthropology, Environmental Science, and Economics within the framework of a liberal arts education. Ray’s work has been featured in The Messenger literary magazine, and he was honored with The Margaret Owen Finck Award for Creative Writing for his outstanding piece titled “What’s Cooking”.

Keith Sheppard, the Business Development Manager at United Corporate Services, brings a wealth of experience to his role. With over 27 years in the legal services industry, Keith has held various managerial positions, including Client Service Representative and Corporate Paralegal Manager. He holds a Bachelor of Science degree in Paralegal Studies from St. John’s University, which has equipped him with valuable insights into corporate filing and uniform commercial code transactions. Keith’s extensive career and expertise make him a valuable asset in effectively navigating the complexities of the industry.