Canada: CBCA corporations must now file significant-control information, some of it public
From 22 January 2024, corporations under the Canada Business Corporations Act must file information on their individuals with significant control with Corporations Canada, and some of it is searchable by the public. Filings are due with each annual return, within 15 days of a change to the ISC register, and on incorporation, amalgamation or continuance.
Amendments to the Canada Business Corporations Act (CBCA) from Bill C-42 came into force on 22 January 2024. Federal corporations had kept internal registers of individuals with significant control (ISCs) since June 2019. Now they must also file that information with Corporations Canada, and some of it is published.
What changed
- CBCA corporations file ISC information with Corporations Canada with each annual return, within 15 days of any change to the ISC register, and on incorporation, amalgamation or continuance into the CBCA.
- Some ISC information is now public through Corporations Canada's online search, including the individual's name, the dates they became or stopped being an ISC, and a description of their control. A residential address is published only where no address for service is given.
- Law enforcement and FINTRAC can see everything filed, public or not.
- A corporation key is now required to file an annual return and ISC information.
Who counts as an ISC
Broadly, an individual who owns, controls or directs 25% or more of the voting shares or of the shares by value, alone or jointly, or who has control in fact. Reporting issuers and their wholly owned subsidiaries are among the corporations excluded.
Who is affected
Every federal (CBCA) corporation and the people who keep its records and file its annual returns.
What to do
- Make sure the internal ISC register is current, and record an address for service so a residential address is not published.
- Diarise the 15-day filing deadline for ISC changes alongside annual return dates.