Canada Business Corporations Act
Amendments to the Act
The Canada Business Corporations Act is amended by adding the following after section 2:
Individual with significant control
2.1 (1) For the purposes of this Act, any of the following individuals is an individual with significant control over a corporation:
(a) an individual who has any of the following interests or rights, or any combination of them, in respect of a significant number of shares of the corporation:
(i) the individual is the registered holder of them,
(ii) the individual is the beneficial owner of them, or
(iii) the individual has direct or indirect control or direction over them;
(b) an individual who has any direct or indirect influence that, if exercised, would result in control in fact of the corporation; or
(c) an individual to whom prescribed circumstances apply.
Joint ownership or control
(2) Two or more individuals are each considered to be an individual with significant control over a corporation if, in respect of a significant number of shares of the corporation,
(a) an interest or right, or a combination of interests or rights, referred to in paragraph (1)(a) is held jointly by those individuals; or
(b) a right, or combination of rights, referred to in paragraph (1)(a) is subject to any agreement or arrangement under which the right or rights are to be exercised jointly or in concert by those individuals.
Significant number of shares
(3) For the purposes of this section, a significant number of shares of a corporation is
(a) any number of shares that carry 25% or more of the voting rights attached to all of the corporation’s outstanding voting shares; or
(b) any number of shares that is equal to 25% or more of all of the corporation’s outstanding shares measured by fair market value.
183 The Act is amended by adding the following after section 21:
21.1 (1) The corporation shall prepare and maintain, at its registered office or at any other place in Canada designated by the directors, a register of individuals with significant control over the corporation that contains
(a) the names, the dates of birth and the latest known address of each individual with significant control;
(b) the jurisdiction of residence for tax purposes of each individual with significant control;
(c) the day on which each individual became or ceased to be an individual with significant control, as the case may be;
(d) a description of how each individual is an individual with significant control over the corporation, including, as applicable, a description of their interests and rights in respect of shares of the corporation;
(e) any other prescribed information; and
(f) a description of each step taken in accordance with subsection (2).
Updating of information
(2) At least once during each financial year of the corporation, the corporation shall take reasonable steps to ensure that it has identified all individuals with significant control over the corporation and that the information in the register is accurate, complete and up-to-date.
Recording of information
(3) If the corporation becomes aware of any information referred to in paragraphs (1)(a) to (e) as a result of steps taken in accordance with subsection (2) or through any other means, the corporation shall record that information in the register within 15 days of becoming aware of it.
Information from shareholders
(4) If the corporation requests information referred to in any of paragraphs (1)(a) to (e) from one of its shareholders, the shareholder shall, to the best of their knowledge, reply accurately and completely as soon as feasible.
Disposal of personal information
(5) Within one year after the sixth anniversary of the day on which an individual ceases to be an individual with significant control over the corporation, the corporation shall — subject to any other Act of Parliament and to any Act of the legislature of a province that provides for a longer retention period — dispose of any of that individual’s personal information, as defined in subsection 2(1) of the Personal Information Protection and Electronic Documents Act, that is recorded in the register.
These amendments bring the CBCA closer into line with the Financial Action Task Force (the FATF) 2018 Recommendations on transparency and disclosure of beneficial ownership of assets. In its 2016 Mutual Evaluation Report on Canada, the FATF reported that legal persons are at high risk for money laundering and terrorist financing because Canada's corporation registration regime permits nominee shareholders and trusts to conceal the identity of beneficial owners and the source of funds without adequate controls in place to mitigate these risks.