Public Disclosure of Company Ownership Information – Upcoming Changes to the BC Business Corporations Act

Later this year the long-anticipated amendments to the British Columbia Business Corporations Act (the “BCBCA”) will be brought into force, ushering in a publicly searchable transparency register for private British Columbia companies. Once the amendments are in force – anticipated timing is late summer or early fall 2025 – private British Columbia companies will be required to record additional information about significant individuals and file their transparency register information online.

Refresher: The Current Requirements

Since October 1, 2020, private British Columbia companies have been required to maintain an internal transparency register that contains information about “significant individuals” – individuals who, alone or jointly with others, (i) directly or indirectly own or control at least 25% of the company’s shares or voting rights, or (ii) can directly, indirectly or with the exercise of “direct and significant influence”, appoint or remove a majority of the directors of the company.^[1]

Under the current BCBCA requirements, private British Columbia companies must include the following information for each significant individual in their transparency register:

• full name, date of birth, and last known address;
• citizenship status or Canadian permanent residency;
• tax residency;
• date on which the individual became or ceased to be a significant individual; and
• a description of how the individual is a significant individual.^[2]

Public Transparency Register

Similar to other measures by the BC government aimed at creating greater access to beneficial ownership information (such as the landowner transparency register),^[3] the forthcoming amendments to the BCBCA establish a new public register containing the transparency information of private British Columbia companies. Meaning, in addition to maintaining an internal transparency register, private British Columbia companies will have to file their transparency register information online with the BC Business Registry.^[4]

Additional Information in Transparency Registers

Under the amendments to the BCBCA, private British Columbia companies will be required to include the following additional information for each significant individual in their transparency register:

• the individual’s social insurance number, if any;
• the individual’s tax number, if any, assigned by the Canada Revenue Agency; and
• if applicable, a statement determining the individual is incapable of managing their own affairs.^[5]

Filing Timelines

As mentioned, once the amendments to the BCBCA are in force, private British Columbia companies will have to file the information in their transparency register online with the BC Business Registry. A private British Columbia company must file their transparency register information:

• within 6 months after a private company is incorporated, amalgamated, restored, or continued into British Columbia;
• within 15 days (as opposed to the current requirement of 30 days) of the company becoming aware of any changes to the information in their transparency register; and
• annually within the prescribed period (which has yet to be announced).^[6]

Information Visible on Registrar’s Transparency Register

Once active, members of the public will be able to search the Registrar’s Transparency Register for the following information about each significant individual of a private British Columbia company:

• the individual’s full name and year of birth;
• whether or not the individual is a Canadian citizen or permanent resident; and
• if the individual is not a Canadian citizen or permanent resident, every country or state of which the individual is a citizen.^[7]

Although the public may access the above information, there are certain safeguards in place for significant individuals. Specifically, a significant individual, or their personal or legal representatives, may apply to the registrar to omit or obscure some or all of the publicly accessible information if they believe that making the individual’s information publicly accessible would threaten the safety, mental or physical health of the individual or a member of their household.^[8]

At the time of writing, it is uncertain how the public will be able to search the Registrar’s Transparency Register, and whether its search function will be limited in a manner similar to other public corporate registers. Namely, recent amendments to the Canada Business Corporations Act introduced a publicly searchable register of individuals with significant control (“ISC”) for federal corporations (for more information, please see our previous insight here). Corporations Canada currently permits members of the public to search for ISC information online by using the business’s corporate name – not by using the name of an individual.^[9]

Takeaways

With the amendments to the BCBCA set to take effect later this year, private British Columbia companies will need to review, update and file their transparency register information online for public disclosure. Failure to comply with the new filing requirements may result in material consequences, including an administrative penalty of up to $25,000 for individuals and up to $50,000 for non-individuals.^[10]

If you have any questions concerning the incoming amendments to the BCBCA and how it may affect your business, or if you need assistance with reviewing or preparing a transparency register, please reach out to Jagdeep Shergill, Inderdeep Dhaliwal, or any other member of our Corporate Commercial Law Group.