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New Filing Requirement In Effect For Business Corporations Governed By The Canada Corporations Act


New Filing Requirement In Effect For Business Corporations

As of January 22, 2024, business corporations governed pursuant to the Canada Business Corporations Act (the “Act”), are required to file beneficial ownership information with Corporations Canada.  Pursuant to the Act, beneficial owners are also known as individuals with significant control (an “ISC”). An ISC is an individual who:

 

  1. owns, controls or directs 25% or more of shares individually, jointly or in concert with one or more individuals; and/or

  2. has control in fact over the corporation without owning any shares.

 

Given the new filing requirements, the following is information that will be made public (searchable through the Corporations Canada website), with respect to an ISC:

 

  1. Full legal name;

  2. Date the individual became an ISC and ceased to be an ISC, as applicable;

  3. Description of the ISC's significant control;

  4. Residential address (will be made public if no address for service is provided); and

  5. Address for service (if one is provided). 


This ISC information is now required to be filed with Corporations Canada:


  1. at the same time as the annual return;

  2. within 15 days of any change made in their ISC register;

  3. upon incorporation;

  4. after amalgamation; and

  5. after continuance (import) pursuant to the Act.


If a business corporation does not file its ISC information with Corporations Canada, it may be subject to administrative and criminal sanctions, as follows:


  1. A Certificate of Compliance may be refused;

  2. The business corporation may be administratively dissolved if it has not filed its ISC information upon incorporation or within 30 days of the date on the Certificate of Amalgamation or on the Certificate of Continuance;

  3. The business corporation may be administratively dissolved for not filing its ISC information along with its annual return; and

  4. The business corporation may be found guilty of an offence and liable on summary conviction to a fine not exceeding $100,000.


If you would like assistance complying with new ISC information filing requirements, please contact us at froeselaw.com


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