(FAQ) Transparency of Federal Corporations

Yes. The following corporations governed by the Canada Business Corporations Act (“CBCA”) are exempt from this requirement:

• a corporation that is a reporting issuer (or émetteur assujetti) under an Act of the legislature of a province or listed on a designated stock exchange (see list at bottom of web page at Designated Stock Exchanges - Canada.ca)
• wholly-owned subsidiary corporation of a corporation or body corporate described above
• a federal or provincial Crown corporation or a corporation wholly-owned by the federal and/or any provincial government, or a wholly-owned subsidiary of such a corporation.

However, the government indicated that an exempt corporation would still have to file a statement with Corporations Canada to confirm its exemption.

References: CBCA, para. 21.1(7); Canada Business Corporations Regulations, 2001, as amended, s. 34

Since June 2019, a CBCA corporation must (unless exempted), at least once per fiscal year, take “reasonable” steps to ensure that it identifies all of its ISCs and that the information required and recorded on its ISC register is accurate, complete and up to date. It should also update its ISC register within 15 days of becoming aware of a change in the information it contains.

However, the legislation did not specify what “reasonable” measures were to be taken. This was clarified by a regulation dated May 4, 2023. It is now provided that the corporation must, among other things, send a request to:

• each ISC registered on its register → to confirm or update the information contained on the register about them
• each shareholder → to confirm to the corporation whether or not the shareholder has become an ISC and, if so, to provide the corporation with the required information about that shareholder to be added to the register (Note: shareholders are required to respond to such a request)
• any person the corporation has reasonable grounds to believe may have relevant knowledge with respect to an ISC or to another person that may have relevant knowledge with respect to such ISC → to obtain the contact information this person has for such ISC or other person.

References: CBCA, s 21.1(2); Canada Business Corporations Regulations, 2001, as amended, s 33

 A CBCA corporation that is unable to identify any ISCs must set out the following information in its ISC register:

• a statement to the effect that it is either unable to identify any ISCs or that there are no ISCs
• a summary of the steps taken to try to identify any ISCs

References: CBCA, s 21.2; Canada Business Corporations Regulations, 2001, as amended, s 34.1