Effective October 1, 2020, the B.C. government will require privately-owned B.C. companies to create and maintain a Transparency Register about the significant individuals of the company. This requirement is a result of recent amendments to B.C.’s Business Corporations Act and Business Corporations Regulation (the “Act”).
A Transparency Register is a record of the company’s beneficial owners who have direct or indirect control of the company or a significant number of its shares. The record in a Transparency Register includes contact info, date of birth, citizenship, residency for income tax purposes, etc.
Significant Individuals
The individuals listed on the Transparency Register are called the significant individuals of the company. A significant individual includes any natural person (human being) who has, directly or indirectly, one or more of the following:
- An interest or right (through registered or beneficial ownership) in a significant number of shares (i.e. 25% of voting shares or 25% of total issued shares)
- The right to elect, appoint, or remove a majority of the directors (or an ability to do so by exercising direct and significant influence over another individual with that right), or
- Any combination of the above (whether held jointly or exercised in concert with others under an agreement)
In companies with simple ownership structures, the significant individual(s) listed on the Transparency Register may be identical to the shareholder(s) listed on the Central Securities Register (CSR).
However, in some cases, someone who is not listed on the CSR may also be a significant individual (e.g. in more complex ownership structures where someone indirectly controls the company through one or more layers of intermediary shareholders, or via special relationships or agreements).
Complete a Transparency Register
Please complete the following at your earliest convenience:
- Forward this information and the form to all shareholders listed in your Central Securities Register (CSR). (Please contact us if you require a copy of your current CSR or corporate summary, or notify us if your CSR or corporate summary requires updating.)
- Ensure that each of your company’s shareholders and anyone else who may be a significant individual of the company to complete our Transparency Register Form in one of two ways:
- Fill out our Online form
- Download PDF version and email completed forms to info@opendoorlaw.com
Please note the following (if applicable):
- If your shareholders include spouses, parents and children, or other relatives who share the same home address: those individuals are deemed to “act in concert” and their interests should be combined for the purpose of determining whether they are significant individuals. Please specify their relationship in the form and ensure that each of them counts as a Significant Individual in the form. Parents should fill out the form for any significant individuals who are minors.
- If your shareholders include a corporation, partnership, agent, trustee, or personal or other legal representative: further investigation will be required to identify any natural persons who may be significant individuals of your company because they control or direct that “intermediary” entity or person (there may be several such persons who are not listed on your company’s CSR). Please refer to the “Significant Individuals” section above or contact us if you require assistance determining who else may need to complete the form.
- If we are the records office for more than one of your companies: ensure that separate forms are submitted for each company, as each company will require its own Transparency Register.
Based on the responses to the form, Open Door Law Corporation will be in touch if we determine that there are any other significant individuals who are required to complete the Transparency Register.
Service Fees
$195.00 for the inaugural year (2020), due at the time of remitting the information.
$35.00 surcharge per year thereafter, as annual review or verification of your Transparency Register is required by the corporate registry.
$35.00 per year for the maintenance of a transparency register.
Frequently Asked Questions
Yes, unless your organization falls under one of the exemptions, most B.C. private companies will be required under the Act to create and maintain the Transparency Register at their records office as of October 1, 2020. Otherwise, you risk penalties for non-compliance.
A non-exhaustive list of organizations that are exempt:
- Public companies
- Certain special act corporations and financial institutions
- Extra-provincial companies
- Independent schools
- Societies
- Federal companies
If you believe your organization is exempt, we recommend that you seek legal advice to determine whether similar transparency requirements apply under other applicable legislation (e.g. federal company transparency requirements are set out in the Canada Business Corporations Act).
According to the B.C. government, this is part of a commitment to end hidden ownership of companies in B.C. and crack down on illegal activities, by helping companies, and in some cases authorities, identify the actual individuals (i.e. the natural persons behind holding companies, trusts, etc.) who own and control B.C. private companies. There are ongoing compliance requirements and potential fines for companies and shareholders who fail to comply.
For more information about the Transparency Register, please visit the Ministry of Finance website.
Ready to file an Transparency Register?
Fill out our Transparency Register Form to get started.