Order Fixing January 22, 2024 as the Day on Which Certain Provisions of An Act to amend the Canada Business Corporations Act and to make consequential and related amendments to other Acts Come into Force : SI/2023-79
Canada Gazette, Part II, Volume 157, Number 26
Registration
SI/2023-79 December 20, 2023
AN ACT TO AMEND THE CANADA BUSINESS CORPORATIONS ACT AND TO MAKE CONSEQUENTIAL AND RELATED AMENDMENTS TO OTHER ACTS
Order Fixing January 22, 2024 as the Day on Which Certain Provisions of An Act to amend the Canada Business Corporations Act and to make consequential and related amendments to other Acts Come into Force
P.C. 2023-1228 December 8, 2023
Her Excellency the Governor General in Council, on the recommendation of the Minister of Industry, under section 21 of An Act to amend the Canada Business Corporations Act and to make consequential and related amendments to other Acts, chapter 29 of the Statutes of Canada, 2023, fixes January 22, 2024 as the day on which sections 1 to 19 of that Act come into force.
EXPLANATORY NOTE
(This note is not part of the Order.)
Proposal
Pursuant to section 21 of An Act to amend the Canada Business Corporations Act and to make consequential and related amendments to other Acts (the Act), this Order in Council fixes January 22, 2024, as the day on which sections 1 to 19 of that Act come into force.
Objective
The objective of this Order is to bring into force legislative amendments to the Canada Business Corporations Act (CBCA) to, among other things,
- require CBCA corporations to collect additional information on its individuals with significant control (ISCs);
- require the Director appointed under the CBCA to make available to the public certain information on ISCs over a CBCA corporation; and
- add or broaden the application of offences and provide the Director appointed under the CBCA with additional compliance powers.
Background
Increasing corporate transparency has been an ongoing international concern. As a G7 and G20 country and a member of the Financial Action Task Force, Canada has committed to implementing standards on beneficial ownership and corporate control transparency.
Since June 13, 2019, certain corporations under the CBCA have been required to create and maintain a register of ISCs. An ISC is an individual who owns or controls a corporation. Corporations are required to identify the individuals who have significant control over the corporation and must document their information in their ISC register.
On January 22, 2024, amendments that were included in the Budget Implementation Act, 2022, No. 1 (BIA) will come into force. The BIA amendments will require CBCA corporations to send the information on its ISCs to the Director under the CBCA, and the Director will be allowed to provide all or part of the ISC information to investigative bodies, FINTRAC or a prescribed entity.
Further amendments were included in the Act, which received royal assent on November 2, 2023. The amendments will, among other things, require the Director to make available to the public some of the ISC information filed by CBCA corporations.
Implications
As of January 22, 2024, CBCA corporations will be required to collect the citizenship(s) of ISCs and will have the option of collecting an address for service if the ISC does not want their residential address to be made available to the public.
The Director will make the following information on individuals with significant control of CBCA corporations available to the public:
- name;
- residential address or address for service if one is provided;
- the date the individual became an ISC and ceased to be an ISC; and
- a description of how the individual is an ISC.
The amendments will also provide the Director with additional compliance powers, such as issuing a certificate of dissolution or refusing to issue a certificate of compliance if a corporation does not comply with its ISC filing obligations.
The amendments also protect certain individuals from having their information made public, including
- individuals under the age of 18 years;
- individuals declared incapable under provincial or territorial law; and
- individuals whose safety would be at serious risk if the information were made public.
Consultation
The sections being brought into force were reviewed through the parliamentary process. Innovation, Science and Economic Development Canada (ISED) has actively engaged with key stakeholders (for example transparency organizations, business associations, professional associations, investigative bodies) about the legislative changes. ISED also continues to engage key stakeholders as well as the general public throughout the implementation process.
Contact
Valérie Carpentier
Senior Policy Manager
Corporations Canada
Innovation, Science and Economic Development Canada
Telephone: 1‑866‑333‑5556
Email: ic.corporationscanada.ic@ised-isde.gc.ca