BC Land Owner Transparency Registry

DEADLINE: NOVEMBER 30, 2022

604.937.1166How Can We Help?

Under BC’s new Land Owner Transparency Act (“LOTA”) a reporting body (including most corporations) with a current interest in land must file a transparency report with the land title office containing information about the reporting body and its interest holder(s). Some of this information will be publicly searchable in the new Land Owner Transparency Registry (“LOTR”)—a registry of beneficial ownership in land.

Please note that this is separate and apart from the transparency register requirements that came into effect under BC’s Business Corporations Act and Business Corporations Regulation on October 1, 2020.

What do I need to do?

1

STEP 1

Determine whether your Company is (1) a “Reporting Body” that holds (2) an “Interest in Land” (see criteria below)
2

STEP 2

If no to either of the above—no further action is required
If yes to BOTH of the above—please fill out the required information under “What does BTM require from me?” (see below). If you require assistance, contact us immediately.
3

STEP 3

BTM will prepare a transparency report for you to print, “wet ink” sign, scan, and return for filing. Please note DocuSign and electronic signatures cannot be accepted.

Is my Company (1) a “Reporting Body” with (2) an “Interest in Land”?

  1. Assume your company qualifies. We will tell you if it doesn’t. Nearly all corporations, partnerships, or trusts with an interest in land are considered “reporting bodies,” unless excluded under very narrow rules in Schedule 1 or 2 of LOTA.
  2. An “interest in land” includes:
    • an estate in fee simple [the usual method of owing land/the company is registered on title];
    • a life estate in land;
    • a registered lease with a remaining term of more than 10 years (calculated as of November 30, 2020, and not including any periods for which the lease may be extended or renewed) [this is rare as most commercial lease terms are 10 years or less, but this may include leasehold land like UBC, SFU, and some Whistler properties]; or
    • a right under an agreement for sale to occupy land, or require the transfer of an estate in fee simple [NOT an option to purchase].

A very helpful website and chart is located at https://landtransparency.ca/general-help/ to assist you in determining these two factors.

No action is required at this time if:

  1. the Company does not have an interest in land;
  2. the interest in land was acquired on or after November 30, 2020 (and a transparency report was already filed);
  3. the interest in land will be transferred to another person by November 30, 2022;
  4. the land is excluded under Section 6 of LOTA; or
  5. the Company is not a reporting body.

However, if the Company has a current interest in land that was registered prior to November 30, 2020, and none of the exclusions listed above are applicable, you will require the assistance of a legal professional to complete and file a transparency report by November 30, 2022. We are here to help.

If your company is not on title, but is the beneficial owner of land, and you/other individual persons, or one of your other companies is registered on title, this still triggers a registration requirement. However – contact us as this is slightly more complex.

If you are not sure whether any of this applies to your circumstances, you should contact us for advice.

How much will it cost?

Costs will be determined on a case-to-case basis and will be dependant on your company’s share structure. For companies with more complex ownership structures, shareholders who are holding companies, or which may require us to review corporate records, trust documents, or other agreements in order to determine who the corporate interest holders are, costs are higher and our lawyers will assist on an hourly fee basis (currently ranging from $270 to $460 per hour plus taxes).

Under LOTA, failure to file a transparency report is deemed to be an offence and could trigger a significant fine, being the greater of: (i) $25,000 for individuals or $50,000 for corporations or other entities; and (ii) 15 percent of the assessed value of the property (see Section 92 and Section 61 of the LOTA).

Who is a corporate interest holder?

For the purposes of LOTA, a “corporate interest holder” includes any individual who (either on their own or jointly with one or more other individuals with whom they act in concert or are considered “associates” under Section 192(1) of the Business Corporations Act) meets one or more of the following criteria:

  1. is the registered owner (i.e. by virtue of being listed on the Central Securities Register of the Company) of 10% or more of the voting shares or total issued shares in the Company;
  2. is the beneficial owner (i.e. through a trustee, personal or other legal representative, agent, or other intermediary) of 10% or more of the voting shares or total issued shares in the Company;
  3. has “indirect control” of 10% or more of the voting shares or total issued shares in the Company; or
  4. has the direct or indirect right to elect, appoint, or remove one or more of the Company’s directors, or the ability to exercise direct and significant influence over an individual who has that right.

In many cases, this will be a relatively straightforward determination upon examination of the Central Securities Register. However, in some cases there may be a complex structure of intermediaries – corporations, trusts, partnerships, and agents – between the relevant corporation and the controlling individual.

What does BTM require from me?

In order to prepare and file your transparency report on time, we ask that you provide the following information immediately. Or contact Debbie Bouchard (604-917-0047) or Brittany Barabash (604-917-0060) of our office to provide the information via telephone, or by emailing us at [email protected].

We rely on the accuracy of the information you provide us in order to generate your transparency report. If you have questions regarding your own or others’ status as corporate interest holders of the Company, we invite you to contact us for assistance.

Once we have prepared your transparency report, it must be printed, “wet ink” signed, and returned to us (either by scanning to [email protected] or by dropping it off at reception). Unfortunately, DocuSign and electronic signatures are not acceptable for land title purposes. We kindly ask that you complete this as soon as possible, and by no later than November 26, 2022, for filing by the November 30th deadline.  Rush fees may apply.

What if I still have questions?

For further information about LOTA and LOTR (including Frequently Asked Questions and ongoing requirements to keep your information in LOTR up to date), please visit: https://landtransparency.ca/ or https://www2.gov.bc.ca/gov/content/housing-tenancy/real-estate-bc/land-owner-transparency-registry

If you have any further questions, please email us at [email protected] or contact Debbie Bouchard (604-917-0047) or Brittany Barabash (604-917-0060) of our office. In some cases, it may be necessary to refer you to a lawyer for further assistance. Note that we will be reviewing submissions and questions from hundreds of companies and responding to queries on a first-come, first-served basis. If you have not yet heard from us, it does not necessarily mean that we have not received, reviewed, or processed your submission or inquiry, and you will be receiving a response to any questions and/or a copy of your transparency report for execution (if applicable) in due course.

We thank you for your patience as we assist you with this new government-legislated requirement.

This information is provided for general guidance only. It is not intended as nor does it constitute as substitute for legal advice and may be revised from time to time and subject to change without notice. You should consult your lawyer to ensure your individual circumstances are properly considered based on the latest available information.