As part of a global effort to improve corporate transparency and combat serious financial crime, private companies incorporated under the British Columbia Business Corporations Act (“BCBCA”) will be required to prepare and maintain a Transparency Register as of October 1, 2020. The Register must list individuals who directly or indirectly control 25% or more of the shares or votes of the company and include certain personal information about them.

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Templates

 

• Transparency Register

• Whiteboard Law  Corporation - Instructions for your Transparency Register

• Whiteboard Law Significant Individual Questionnaire

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What is a transparency register?

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A transparency register is a list of information on a company’s significant individuals.

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A transparency register is a specific document that only private companies incorporated in B.C. are required to have and is held in each company’s own records office. The public does not have access to the transparency register. Only current directors of the company, law enforcement and specific inspecting officials have access, subject to certain rules.

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As of October 1, 2020, private companies in B.C. are required to keep and maintain a transparency register of beneficial owners, including individuals who have direct or indirect control of the company or its shares. Information collected includes full legal name, date of birth, citizenship and last known address.

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How does it work? 

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Initial set-up

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Companies need to contact their shareholders to compile the required information. Companies can request that their shareholders provide information for the transparency register at any time. Shareholders have a duty to take reasonable steps to gather the requested information and to send it to the private company promptly.

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Once a company determines that someone is a significant individual, the company will have to notify that person.

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Maintenance

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Companies will keep their transparency register up-to-date. Companies must make updates to their transparency register within 30 days of receiving new or different information.

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Companies that are unable to obtain or confirm information from shareholders (for set-up and/or updating) must record all reasonable steps and efforts taken to gather the required information.

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Contents

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Each company will keep the following information about every significant individual:

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1. full name, date of birth and last known address,

2. if they are a Canadian citizen or permanent resident of Canada,

3. if they are not a Canadian citizen or permanent resident of Canada, every country or state of which they are a citizen,

4. if they are a resident in Canada for the purposes of the Income Tax Act (Canada),

5. the date when they became or ceased to be a significant individual in the company, and

6. a description of how they are a significant individual.

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What to do if the transparency register is requested to be viewed?

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Current directors of the company, law enforcement, tax authorities and regulators can view the transparency register between 9 am to 4 pm Monday through Friday (unless it is a holiday). It is possible to further restrict the inspection time in the company’s articles, but it must be open for inspection for at least two consecutive hours each day Monday through Friday (unless it is a holiday). 

 

The following officials are entitled to inspect the transparency register:

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• Current directors of the company,

• Police force in BC,

• The Royal Canadian Mounted Police ,

• Tax authority of BC,

• The Canada Revenue Agency,

• The British Columbia Securities Commission ,

• The BC Financial Services Authority (formerly FICOM),

• The Financial Transactions and Reports Analysis Centre of Canada (FINTRAC), and

• The Law Society of British Columbia.

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Law enforcement, tax authorities and regulators must provide identification before being given access to the transparency register. It is important that the person handling the records of the company is clear who they are providing the information to as there is sensitive information on the transparency register. 

 

Once satisfied with the identity of the inspecting official you must provide the official with access to the transparency register. This could include providing copies of the transparency register to the individuals listed above. 

 

If any other person requests a copy of the transparency register you must not provide it to them.

 

A company may set a copying fee in the company’s articles payable by the person requesting copies of the company’s transparency register. The fee must not exceed the prescribed maximum copying fee of $0.50 per page.

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Exclusions

 

• Companies Not Governed by the B.C. Business Corporations Act,

• Legal entities not governed by the B.C. Business Corporations Act, including B.C. societies and cooperatives are not required to create and maintain a transparency register, and

• Extra-provincial companies that are registered to do business in B.C., but are incorporated outside B.C. (e.g., companies incorporated in another province or federally), are also excluded from the B.C. transparency register requirement.

 

It is recommended that you consult the legislation in your home jurisdiction to find out if your company is required to complete a similar transparency register in that jurisdiction.
 

Public Companies

B.C. public companies, like companies traded on a stock exchange, are not required to create and maintain a transparency register. These companies already have additional rigorous reporting requirements with other regulatory bodies, including the B.C. Securities Commission, the Registrar of Companies and any stock exchange on which the company’s shares are listed.
 

Excluded Companies

The following types of companies have also been excluded from the transparency register requirements:

• Companies that are a wholly owned subsidiaries of a public corporation,

• Trust companies as defined in the Financial Institution Act,

• Insurance companies as defined in the Financial Institution Act,

• Government corporations as defined in the Financial Administration Act,

• Companies that are wholly owned subsidiaries of a special act corporation, 

• Companies incorporated or wholly owned by a municipality or regional district,

• Companies that operate an independent school in British Columbia,

• Companies converted under the School Act, and

• Companies that are wholly owned by one or more Indigenous nations

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If your company is one of the above, you are not required to create and maintain a transparency register. Please see the Business Corporations Regulation for details. 

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Contact us for more information.

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Source:  Provincial Government of British Columbia