As first announced in 2023, the B.C. government will introduce a public register for the disclosure of significant individuals by late spring or early summer 2025.
Since October 2020, private companies in British Columbia have been required to maintain transparency registers, which disclose “significant individuals” who, directly or indirectly, have substantial shareholdings in a B.C. company or who have the ability to exercise control or significant influence over a B.C. company.
This bulletin provides a brief summary of the new rules related to transparency registers in British Columbia. For more detailed discussion concerning these new rules, please see our bulletin: Deeper Down the Rabbit Hole - British Columbia Corporate Transparency Register Will Become Accessible to the Public.
New Public Transparency Register
On May 11, 2023, the Business Corporations Amendment Act, 2023 was enacted, setting the course towards the introduction of a new public registry by 2025 that will contain all transparency register information and that will be searchable by the public. B.C. follows the federal government and the Province of Québec, which have already established public registers disclosing information on the ultimate beneficial owners of business corporations.
This means that B.C. companies, including limited companies, unlimited liability companies, community contribution companies and benefit companies, will have to file their transparency register information online. It is now expected that the legislative changes implementing the new public transparency register will come into force in late spring to early summer 2025. Currently, the new registry platform is undergoing testing to ensure that it can be easily navigated by the general public.
Filing Obligations
Under the new rules, private B.C. companies must file the information contained in their transparency registers online in a new business registry platform that will be introduced in March 2025. These filing obligations arise:
- Within six months after a private company is incorporated, amalgamated, restored, or continued into British Columbia;
- On an annual basis; and
- Within 15 days after the date a company becomes aware of any information that is new or different from its transparency register.
In addition, private B.C. companies must update information in their transparency registers within 15 days (rather than the current 30 days) if the company:
- Becomes aware of any new or different information that is required by the Business Corporations Act (British Columbia) to be in the transparency register; or
- Had previously indicated it has no significant individuals and it becomes aware of new or different information that changes the accuracy of such statement.
New Information Disclosure in Transparency Registers
Once the new rules come into force, the transparency registers of private B.C. companies must include the following additional information for each significant individual:
- Their social insurance number, if any;
- Their individual tax number (a nine-digit number issued by the Canada Revenue Agency for non-resident individuals who require an identification number), if any; and
- Where applicable, a statement setting out that the significant individual is incapable of managing their own affairs.
Public Access to Transparency Register Information
At this point, it remains unclear how the new public transparency register will be searchable by the public – namely, whether members of the public will be able to search using the names of individuals, or only by using the names of companies.
The public nature of the transparency register has already raised privacy concerns elsewhere in Canada. Recent amendments to the Canada Business Corporations Act introduced a publicly available register of individuals with significant control (the “ISC Register”) for federal corporations, similar to the transparency register in British Columbia (please see our bulletin: Measure for Measure – Federal Government to Create New Public Transparency Register for Private Federal Business Corporations). In response to these concerns, Corporations Canada has limited the search function for the ISC Register to corporate names, and has agreed not to allow members of the public to search using the names of individuals. In British Columbia, the approach that the B.C. government will take on this issue remains to be seen.
Further Information or Questions
Companies and their directors should carefully review their transparency registers and the corporate transparency rules to ensure that they are prepared to comply with the new filing requirements once they are introduced in 2025. We will keep you informed of any further developments in this respect. In the meantime, if you have any questions about the transparency register or their impact on your company, or if you need assistance in reviewing your company’s transparency register or preparing a transparency register, please contact Dierk Ullrich or Carmen Loh.
