1. Is this mandatory?
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.
2. What is a Transparency Register?
Similar to the Central Securities Register (“CSR”) which lists a company’s registered shareholders, the 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 (including contact info, date of birth, citizenship, residency for income tax purposes, etc.). The individuals listed on the Transparency Register are called the “significant individuals” of the company.
3. Who exactly is a significant individual?
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 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).
4. Is my organization exempt?
Public companies, certain special act corporations and financial institutions, extraprovincial companies, independent schools, societies, and federal companies, among other organizations not governed by the Act, are exempt. 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).
5. What does BTM require from me?
To avoid penalties for non-compliance, non-exempt companies are required to disclose any significant individuals. We ask that you complete the following at your earliest convenience:
- Forward this information and the questionnaire to all shareholders listed in your CSR (please contact us if you require a copy of your current CSR or corporate summary). Notify us as soon as possible if your CSR or corporate summary require updating.
- Ensure that each of your company’s shareholders and anyone else who may be a significant individual of the company returns their completed questionnaire to us by no later than August 1, 2020. There are two ways to submit the questionnaire:
- Fill out our online form or;
- Download and fill out the PDF questionnaire and return via email to [email protected]
- Please note the following (if applicable to your company):
- 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 section 3 of the questionnaire and ensure that each of them submits their own questionnaire. Parents should fill out the questionnaire 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 our detailed FAQ or contact us if you require assistance determining who else may need to complete the questionnaire.
- If we are the records office for more than one of your companies: ensure that separate questionnaires are submitted for each company, as each company will require its own Transparency Register.
Based on the responses to the questionnaire, we will be in touch if we determine that there are any other significant individuals who are required to complete the questionnaire.
6. Why is this necessary?
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.
7. How much will all of this cost?
For companies with straightforward ownership structures (i.e. all shares are held personally and directly controlled by the natural persons listed in the CSR of the company) whose significant individuals submit their responses on time and with no or minimal further investigation or guidance necessary, we will process the information provided and generate the Transparency Register for a nominal fee of approximately $250 plus taxes per company for which we act as the records office (billed at the time the Transparency Register is generated).
For companies with more complex ownership structures (i.e. the significant individuals differ from the shareholders listed in the CSR and/or include one or more intermediaries) and those requiring further investigation, guidance, or document review, we are happy to assist. In such cases, please keep in mind that additional fees will apply at our corporate lawyers’ hourly rates.
After October 1, 2020, you will be required to conduct an annual review of your Transparency Register, which we will remind you of when we send out your annual maintenance package. As a result of the increased time, administrative cost, and potential liability associated with maintaining corporate records on an annual basis, there will be a nominal increase to our annual maintenance fee effective as of October 1, 2020.
8. Where do I go if I have further questions?
For more information about the Transparency Register, please refer to the FAQ section on our website, and visit the Ministry of Finance website.
For a series of examples for filling out the questionnaire based on your company’s structure, please refer to the examples section on our website.