Bill 78: Obligations of Registrants

Bill 78, entitled An act mainly to improve the transparency of enterprises^[1] (“Transparency Act”), amending the Act respecting the legal publicity of enterprises (“Publicity Act”), requires that “registrants”, as that term is defined in the Publicity Act, disclose the following information:

Date of Birth of Natural Persons

Commencing when the Transparency Act comes into force, the registrants’ registration declarations must contain the date of birth of any individual for whom the Publicity Act requires identification with the Enterprise Registar of Quebec (REQ), including:

1. the natural persons who are registrants;
2. the president, the secretary and the chief executive officer of a registrant;
3. the directors, or, if all powers have been withdrawn from the board of directors by a unanimous shareholder agreement entered into in accordance with the laws of Quebec or a Canadian jurisdiction other than Quebec, the shareholders or third parties having assumed these functions;
4. the ultimate beneficiaries;
5. in the case of a legal person, the three shareholders controlling the greatest number of votes; and
6. in the case of partnerships, depending on the form of the partnership, the partners, the general partners, and the three greatest contributors to the partnership among the special partners.

Professional Address of Natural Persons

Every registrant under the Publicity Act who must declare at the REQ the domicile of a natural person may now declare this person’s professional address. If a professional address is declared, the natural person’s domicile must still be disclosed to the REQ but it will remain confidential. A natural person may have only one professional address, at a specific date and that address must be the same regardless of the enterprise in which the natural person is located.^[3]

The professional address will also be subject to the obligation to update information and, in the event of a request by the REQ to comply, the time allowed for making the changes will be 30 days, instead of the standard 60 days applicable to all other requests made by the REQ.

Care must therefore be taken in order for the domicile to remain confidential. Failure to comply with the obligation to update the information within 30 days will result in the person’s domicile becoming public instead of the outdated professional address.^[4]

Identification for Directors

Registrants must provide to the REQ a copy of identification issued by a government authority (that is valid and legible) for:

1. each director in function; and
2. the addition of any new director.^[5]

The following identification is accepted:^[6]

For Canadian directors:

• passport;
• driver’s licence or learner’s permit;
• health insurance card;
• Canadian permanent resident card;
• immigration document issued by the Government of Canada (IMN-1442);
• official identification for military, police, or diplomats posted in Canada;
• secure certificate of Indian status;
• Quebec birth certificate;
• identification issued by a Canadian province or territory that includes a date of birth.

For foreign directors:

• passport;
• any other identification issued by a government authority that proves the identity of the director.

If the registrant is registered in the REQ, the identification documents must be provided concurrently with the registrant’s filing of the annual update statement. For a new registrant, the identification must be provided at the time of filing the registration declaration.^[7]

Confidentiality

Unlike the professional address, the directors’ dates of birth and domicile addresses (where a professional address is also disclosed) of natural persons declared to the REQ and the identification documents disclosed to the REQ will not be disclosed publicly, nor will the name and domicile address of an ultimate beneficiary who is a minor will not be disclosed publicly. The public will therefore not be able to consult that information.

Despite the foregoing, the Transparency Act provides that a court bailiff may, in the practice of his or her profession, consult the information relating to the domicile of any natural person.^[8]

Updating New Information that Must be Disclosed

In addition to the specific terms for updating a professional address, enterprises that are or shall be registered in Quebec remain subject to the existing obligations regarding the update of information at the REQ, and this, as for all the new information required to be disclosed under the Transparency Act as well as the information required to be disclosed under the Policy Act. 

Consequently, registrants will have to update that information within 30 days of any change and also on an annual basis.

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Disclaimer: This bulletin is of general application and is dependent on, among other things, the particular facts of each case; some criteria may have been simplified in the bulletin and the applicable law may have changed since the bulletin was issued.