What’s going on?
People who own shares in Canadian companies have been able to keep their shareholdings private… until now. Starting in January 2024, all corporations incorporated under the Canada Business Corporations Act will be required to submit information to Corporations Canada about their significant shareholders—called “Individuals With Significant Control”.
And this obligation goes beyond having to disclose just who the shareholders are. For example, suppose a corporation or a trust owns shares in a Canadian corporation. In that case, there is an obligation to list the individuals (i.e. the real human beings) that ultimately own, control, and/or benefit from those shares.
Corporations Canada recently issued an update. The below excerpt is taken from the materials prepared by Corporations Canada:
Upcoming obligations
Starting on January 22, 2024, you will need to file information on the individuals with significant control (ISC) over your business.
Bill C-42, An Act to amend the Canada Business Corporations Act and to make consequential and related amendments to other Acts, is currently before Parliament. If the legislative proposals set out in the bill are adopted in their current form, this would mean that some of the filed ISC information will be made available to the public on our website.
Who will need to file?
Starting January 22, 2024, corporations created under the Canada Business Corporations Act (CBCA) will be required to file information regarding individuals with significant control (ISC) with Corporations Canada. They are also required to keep a copy of their ISC register with their corporate records.
Very few CBCA corporations are excluded from that filing obligation. However, these corporations will still need to file to confirm that the corporation is excluded.
What to file
The following information on your ISCs will need to be filed with Corporations Canada. Some of this information may be made available to the public on Corporations Canada’s website.
Information that may be made public
- Full legal name
- Date the individual became an ISC and ceased to be an ISC, as applicable
- Description of the ISC’s significant control
- Residential address (would be made public if no address for service is provided)
- Address for service (if one is provided)
Information that would not be public
- Date of birth
- Country (or countries) of citizenship
- Country (or countries) where the ISC is considered a resident for tax purposes
- Residential address (if an address for service is provided)
Law enforcement and the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) will have access to ISC information whether or not the information is made public.
When to file
ISC information will need to be filed with Corporations Canada at the following times:
- Annually (at the same time as filing your annual return)
- Within 15 days of a change in your ISC register; and
- Upon incorporation and after amalgamation or continuance.
Annually
Every year, at the same time as filing your annual return, you will need to file information on your ISCs in the Online Filing Centre.
Within 15 days of any change
If a corporation becomes aware of any ISC information change, it will need to file the change within 15 days of recording the change in its ISC register.
Incorporation
When you incorporate, as part of the incorporation application, you will be required to file information on who your ISCs will be.
Amalgamation and continuance
For amalgamation and continuance, you will need to file your ISC information within 30 days of the date on the Certificate of Amalgamation or the Certificate of Continuance, as the case may be.
Regardless of your situation, Tobuso can help you easily meet your filing obligations. Visit our platform to create a free account and get started with organizing your corporate records, making it one less thing to worry about with your business.
