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Register of Individuals with Significant Control (CBCA)

Published on June 12, 2019

Tomorrow, June 13, 2019, the new Canada Business Corporations Act (CBCA) requirements for the Register of Individuals with Significant Control come into effect.  The change requires federally incorporated companies (not Ontario, for now) to maintain a separate register with specific information on individuals who own/control more than 25% of the voting shares or hold shares worth more than 25% of the market value of all shares (or has significant influence without owning more than 25%).

The register must include the individual's:
  • Name
  • Date of birth
  • Last known address
  • Tax jurisdiction
  • date on which the individual acquired significant ownership or control
  • date on which the individual ceased to have significant ownership or control
  • description of how the individual meets the definition of significant control
This register doesn't have to be filed with CBCA but must be updated annually and provided upon request.  Shareholders and creditors can also request this information following specific procedures.
 
All this to say that the company isn't required to file anything; however, owners of any CBCA incorporated company should be aware that these rules exist and ensure that they comply as there are non-compliance penalties of up to $5,000 plus the potential for fines or imprisonment for those who knowingly are non-compliant or provide false/misleading information.  Federally incorporated companies also tend to be the ones that incorporated themselves and have no minute book to begin with so it might be advisable to see your lawyer or accountant to get caught up.
 
For more information on the requirements you can go to Corporations Canada's website here: http://corporations.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs08216.html