Summary#

This bill amends the Canada Business Corporations Act (CBCA) to create a public registry of individuals with significant control (ISC) over federally incorporated companies, strengthen data reporting and verification, and add enforcement tools. It also updates related laws to enable data checks with the Canada Revenue Agency and to support anti–money laundering controls. Most provisions take effect on dates set by the Governor in Council.

• Makes certain ISC information public: name; an address (service or, if none, residential); how and when the person became an ISC; and prescribed items, with safety and age-based exceptions (new CBCA provisions tied to 21.303; “Information available to public”).
• Requires corporations to update ISC information at least yearly, on the Director’s request, and on timelines set by regulation; and to send selected ISC data to the Director annually and within 15 days of changes (CBCA 21.1(2); 21.21(1)–(2)).
• Adds an offence for failing to send required ISC information to the Director; fine up to $100,000 (CBCA 21.21(4)).
• Increases penalties for knowing non-compliance by directors/officers to up to $1,000,000 or 5 years’ imprisonment, or both (CBCA 21.4(5)).
• Allows the Director to dissolve corporations for certain filing/payment failures and to make inquiries that must be answered (CBCA 212(1)(a)(iii), 212(3.1), 237).
• Permits CRA to share limited tax data to validate CBCA ISC filings; and requires reporting of beneficial ownership discrepancies under anti–money laundering rules (Income Tax Act 241(4)(u); PCMLTFA 73(1)(c)).

What it means for you#

• Households

  • If you are listed as an ISC of a CBCA corporation, the public will see your name and an address. If you provide an address for service, that is shown; if not, your residential address is shown (new CBCA “Information available to public” (1)(a)–(c)).
  • The public will also see how you have control and the dates you became or ceased to be an ISC (CBCA 21.1(1)(c)–(d), made public by new provisions).
  • Your information will not be public if you are under 18, if prescribed circumstances apply, or if you receive an exemption due to a serious safety risk, incapacity, a confidentiality law, or other prescribed reasons (new CBCA “Information available to public” (2)–(3)).
  • Whistleblowers’ identities are protected: information that could reveal who reported suspected wrongdoing to the Director will not be made public, except to specific investigative bodies (CBCA 266.1(1)–(2)).

• Businesses (CBCA corporations)

  • You must identify all ISCs and keep a register that includes name, date of birth, residential address, address for service (if provided), citizenship, and other required details (CBCA 21.1(1)(a), (a.1)).
  • You must verify and update the ISC register at least once each financial year, on the Director’s request, and when regulations require (CBCA 21.1(2)).
  • You must send ISC information the Director specifies each year, and send specified changes within 15 days of recording them; after certain certificate events, you must also send the Director ISC information within the period the Director sets (CBCA 21.21(1)–(2)).
  • Failure to send required information without reasonable cause is an offence, punishable by a fine up to $100,000 (CBCA 21.21(4)).
  • Knowing authorization or acquiescence by directors/officers in specified violations can lead to fines up to $1,000,000, up to 5 years’ imprisonment, or both (CBCA 21.4(1), (5)).
  • The Director can dissolve a corporation for defaulting for one year on required filings/fees, for non-payment of the incorporation fee, or for failing to comply with 21.21(2) (CBCA 212(1)(a)(iii), 212(3.1)).
  • The Director may make inquiries and require documents or information from any person; you must respond (CBCA 237(1)–(2)).
  • The Director can refuse to issue a certificate of existence if you are in default on filings or fees (CBCA 263.1(2)).
  • The Director can set the form, content, signatures, and timing rules for electronic filings, and may require verification of facts in filings (CBCA 258.1; 259(1)).

• Public and civil society

  • You will be able to search key ISC information for CBCA corporations, improving visibility into who owns or controls companies (new CBCA “Information available to public” (1)).
  • General access under CBCA section 266 will not include raw data sent under 21.21; access will occur through the specific public-disclosure provisions (coordinating amendment to CBCA 266).

• Provinces and regulators

  • The federal Director may share ISC information with provincial corporate registries or departments responsible for corporate law (new CBCA “Provision of information by Director”).
  • Financial institutions and other reporting entities must report discrepancies in beneficial ownership information found during identity verification to government institutions or agencies, as set by regulation (PCMLTFA 73(1)(c)).

• Taxpayers and privacy

  • CRA may share limited shareholder and related-corporation data (including names and identifiers like SIN or BN) with Innovation, Science and Economic Development Canada, only to verify CBCA ISC filings for private corporations (Income Tax Act 241(4)(u)). This data is not part of the public registry.

• Timing

  • Provisions take effect on dates set by order of the Governor in Council; some are coordinated with sections of the Budget Implementation Act, 2022, No. 1 (Coming into Force).

Expenses#

• Estimated net cost: Data unavailable.

• Fiscal information

  • No fiscal note located in the bill text. Data unavailable.
  • The Act authorizes the Director to charge fees for receiving, examining, filing, issuing, and copying documents; specific fee amounts will be set by regulation or by the Director (CBCA 261(1)(b); 261.1; 258.1). Data unavailable.
  • Fine revenue may result from new and expanded offences; amounts depend on enforcement outcomes. Data unavailable.
  • Administrative costs to implement the registry and verification are not specified in the bill. Data unavailable.

Proponents' View#

• Improves transparency and deters misuse of companies by making core ISC details public, including names, addresses, and the nature and timing of control (new CBCA “Information available to public” (1); 21.1(1)(c)–(d)).
• Strengthens compliance through regular updates, 15-day reporting of changes, and higher penalties for knowing violations by directors and officers (CBCA 21.1(2); 21.21(1)–(2), (4); 21.4(5)).
• Enhances data quality by allowing CRA to validate corporate ownership data against tax records for private corporations (Income Tax Act 241(4)(u)).
• Supports anti–money laundering efforts by requiring reporting of beneficial ownership discrepancies found during identity checks (PCMLTFA 73(1)(c)).
• Protects vulnerable individuals by excluding minors and allowing exemptions where disclosure would seriously threaten safety or where confidentiality laws apply (new CBCA “Information available to public” (2)–(3)).
• Facilitates intergovernmental cooperation by permitting sharing of ISC information with provincial corporate authorities (new CBCA “Provision of information by Director”).

Opponents' View#

• Privacy concerns: publishing an individual’s residential address if no service address is provided may expose personal information; although exemptions exist, approval is discretionary and case-by-case (new CBCA “Information available to public” (1)(b)–(c), (3)).
• Data accuracy risks: corporations self-report; accuracy depends on corporate compliance and the Director’s verification tools. CRA data-sharing helps only for private corporations and selected fields (Income Tax Act 241(4)(u)); errors or omissions may persist (CBCA 21.1(2); 21.21).
• Compliance burden on small businesses: yearly verification, 15-day change reporting, and possible inquiries add administrative work and potential costs; fee schedules will be set later, creating uncertainty (CBCA 21.1(2); 21.21(1)–(2); 258.1; 261–261.1).
• Enforcement scope and fragmentation: the bill applies to CBCA (federally incorporated) corporations; many companies are incorporated provincially. The Director can share data with provinces, but provincial coverage depends on separate laws (new CBCA “Provision of information by Director”).
• Implementation and timing risk: many sections take effect by order in council and are coordinated with other Acts, which can delay or phase in key features (Coming into Force; coordinating amendment to CBCA 266).
• Potential unintended consequences: public data could be misused for harassment or fraud if individuals do not provide a service address; while safety exemptions exist, they rely on applications and Director discretion (new CBCA “Information available to public” (1), (3)).