Bill 20, known as the Business Corporations Amendment Act, was enacted in British Columbia (BC) on May 11, 2023, and will introduce a modified corporate transparency registry by 2025 that discloses to the public the beneficial ownership information of private BC companies (the New Transparency Register), which will be managed by the British Columbia Registrar of Companies (the Registrar).

The BC government aims to implement the New Transparency Register as a publicly accessible corporate transparency register in order to increase corporate accountability and supplement pre-existing measures in the deterrence of financial crimes and tax evasion. To this end, a requirement to maintain a corporate transparency registry containing beneficial ownership information of private BC companies has already been in place since October 2020 (the Existing Transparency Register). Currently, private BC companies are already required to maintain a register that must contain information regarding its beneficial shareholders and significant individuals (discussed further herein). However, the information contained in the Existing Transparency Registry is currently only made available to governmental, law enforcement and regulatory authorities and not to the public. For more information regarding the Existing Transparency Register requirements, please see our previous Dentons Insight.

The transition to the New Transparency Register being a public registry of corporate beneficial ownership information is in line with the recommendations from the final report of the Commission of Inquiry into Money Laundering in British Columbia (the Cullen Commission) in 2022. The report emphasized the importance of public corporate transparency in combating money laundering.¹ The structure and registration requirements of the New Transparency Register align with those of the British Columbia Land Owner Transparency Registry (the LOTR), which was enacted in November 2020, and discloses beneficial ownership in land within British Columbia to the public.

The New Transparency Register is also consistent with another point of discussion from the Cullen Commission that provincial and federal governments should collaborate to standardize reporting and disclosure of beneficial ownership. Quebec has already introduced a legislation to create similar public corporate transparency registries,² and an amendment to the same effect has been proposed at the federal level for private companies under the jurisdiction of the Canada Business Corporations Act, RSC 1985, c 44 (the CBCA). ³ In addition, the Federal-Provincial-Territorial Working Group on Improving Beneficial Ownership Transparency in Canada, cited by the Cullen Commission, proposed to explore the long-term development of a pan-Canadian centralized collection and potential publication of beneficial ownership information in corporate registries.

Who is affected and what information is required

Private BC companies that are already subject to the Existing Transparency Register regime will be subject to the New Transparency Register regime, as the New Transparency Register rules do not introduce any changes to the definition of “private company” under the British Columbia Business Corporations Act (the BCBCA).These corporations will be mandated to disclose specified personal information about significant individuals (natural persons) to the Registrar. As examined in greater detail in our previous Dentons Insight, a significant individual is defined as an individual who either directly or indirectly: (i) controls a significant number of shares of a company, which, generally speaking, constitutes either 25% or more of the voting shares or 25% or more of the total shares of a company; or (ii) has the right or ability to exercise significant control of the company through direct or indirect control of its directors, or significant influence over an individual who can exercise such control.⁴

Under the New Transparency Register rules, private BC companies must disclose the following information about their significant individuals that is already required under the Existing Transparency Register rules:

• Their full name, date of birth and last known address;
• Whether they are a Canadian citizen or permanent resident;
• Every country or state of which they are a citizen, if not a Canadian citizen or permanent resident;
• Whether they are resident in Canada for income tax purposes;
• The date on which they became or ceased to be a significant individual in respect of the BC Company;
• A description of how they are a significant individual; and
• Information to be prescribed by regulation, if any.

Additional information required to be given to the Registrar under the New Transparency Register rules include:

• Their social insurance number;
• Their tax number assigned by the Canada Revenue Agency; and
• If the individual is determined to be incapable of managing their own affairs, a statement setting this out.

Public accessibility and privacy concerns

While all the collected information listed above will continue to be available to governmental and regulatory authorities, only a portion of this information will be made publicly accessible under the New Transparency Register requirements, given the BC government’s aim to balance privacy concerns against the need for corporate transparency. Under the New Transparency Register requirements, the public will only have access to the following information via the New Transparency Register concerning a company’s significant individuals:

• Full name;
• Year of birth;
• Citizenship status; and
• If an individual is not a Canadian citizen or permanent resident, their citizenship.

In order to coordinate with other legislation aimed to address terrorism financing and money laundering, the new amendments allow authorized foreign banks, provincial credit unions, trust companies, loan companies and other prescribed entities under Canada’s anti-money laundering legislation to search and inspect a company’s New Transparency Register.⁵ If information-sharing agreements are in place with other corporate registries elsewhere in or outside of Canada, such registries may also be granted access to a company’s New Transparency Register.⁶

Exemptions from disclosure

Reporting issuers (or public companies) and their subsidiaries continue to be exempt from the New Transparency Register requirements, as is already the case under the Existing Transparency Register regime.

Minors under the age of 19 and persons deemed incapable of managing their own affairs are also exempted from disclosure. These exemptions are new to the transparency register regime and the exemption for persons deemed incapable is similarly reflected in the proposal for the public corporate transparency registry for federal companies under the CBCA.

Notably under the proposed rules for the New Transparency Register, a significant individual or their legal representatives may apply to the Registrar to prevent disclosure of their information to the public if they believe that making the information public could reasonably be expected to threaten their safety or mental or physical health, or that of a member of their household.⁷ The amendments also add a measure of protection for the safety of significant individuals whereby the use or disclosure of publicly accessible information to harass or solicit significant individuals by telephone, mail or other means is expressly prohibited under the New Transparency Register’s rules.⁸

Penalties for non-compliance

The New Transparency Register requirements introduce enforcement officers who are authorized to ensure that applicable private BC companies comply with the disclosure requirements.⁹ An enforcement officer may inspect, remove and copy records kept at a company’s records office, obtain warrants to enter private residences if necessary to inspect company records, and demand information to determine whether a company, its shareholders or the person maintaining a company’s records office have met their obligations with respect to New Transparency Register’s rules.

A person that fails to comply with transparency register rules commits an offence under the BCBCA. Instead of or in addition to being charged for an offence, the person could face administrative penalties of up to CA$25,000 for an individual and up to CA$50,000 for a person other than an individual.¹⁰ When determining the amount of an administrative penalty that would apply to a person, the enforcement officer must consider factors including previous enforcement actions against such person, the gravity and magnitude of the contravention and whether the contravention was repeated or continuous. The new enforcement measures are supported by an extension of the applicable limitation periods to six years, as opposed to three years for all other offences under the BCBCA.

Timeline for implementation of transparency reporting deadlines

Once the new amendments come into effect, private BC companies will be obligated to file the information required for the New Transparency Register in accordance with the following timelines:

• Within six months after a private BC company is incorporated, amalgamated, restored, or continued into British Columbia;
• On an annual basis; and
• Within 15 days (as opposed to the current requirement of 30 days under the Existing Transparency Register regime) if the company: (i) becomes aware of any information that is new or different from its transparency register; or (ii) had previously indicated it has no significant individuals and becomes aware of new or different information that changes its transparency register.

Implications for BC companies

Given these proposed changes, once the New Transparency Register rules come into effect in 2025, private BC companies and their directors should carefully review the New Transparency Register rules to ensure they are ready and able to comply with the new disclosure requirements. Companies should also review and update their corporate records regularly, especially considering that the BCBCA requires a private BC company that is unable to obtain information about a significant individual to summarize and document the steps taken to confirm the information to demonstrate that the company has taken reasonable steps to comply with the requirements of the transparency register.¹¹

We plan to continue monitoring the progress of Bill 20 and the New Transparency Register regime and will provide updates to keep you informed of any further developments concerning this matter. For more information about the content communicated in this Insight, please contact Robert Quon, Kimberly Burns, Eric Lung, Gregory Brown or another member of our Corporate group.

1. The Commission of Inquiry into Money Laundering in British Columbia, “Cullen Commission Final Report” (June 15, 2022) at page 20.
2. Bill 78, An Act mainly to improve the transparency of enterprises, SLQ, c 19 came into force on June 3, 2021.
3. Bill C-42, An Act to amend the Canada Business Corporations Act, is presently being considered at the House of Commons, and a federal public corporate register disclosing beneficial ownership of private companies under the jurisdiction of the Canada Business Corporations Act is set to be established later this year.
4. BCBCA, section 119.11.
5. Bill 20, section 399.5
6. Bill 20, section 399.51
7. Bill 20, subsection 399.53(1).
8. Bill 20, section 399.45.
9. Bill 20, section 424.1
10. Bill 20, paragraphs 424.23(a) and (b). Under section 424.33, a person who has been charged with an offence under the BCBCA may not be subject to an additional administrative penalty. However, a person on whom an administrative penalty has been imposed may also be prosecuted for an offence under the BCBCA.
11. BCBCA, subsection 119.2(4).