B.C. Delays Implementation of Shareholder Transparency Register
Updated: Feb 5
On April 6, 2020, the B.C. government announced that the coming into force date for the new “transparency register” requirements (for further information, see here) will be delayed until October 1, 2020. Originally slated to be effective May 1, 2020, amendments to the British Columbia's Business Corporations Act (the "BCBCA") will require every private British Columbia company (publicly traded and extra-provincially registered companies are excluded) to take reasonable steps to establish transparency records (a "Transparency Register") of beneficial owners who have direct or indirect control of the company or its shares (referred to as "Significant Individuals"). Private B.C. companies must make reasonable efforts to obtain Significant Individual information from shareholders and should keep records of their efforts and responses. Upon receipt of any such request, shareholders must take reasonable steps to compile the requested information and promptly send it to the company. Information collected includes full legal name, date of birth, citizenship and last known address. If a private BC company determines that there are no individuals who qualify as Significant Individuals, the BCBCA requires the Transparency Register to contain a statement to that effect. The public will not have access to the Transparency Register. Only current directors of the company, law enforcement and specific inspecting officials will have access, subject to certain rules. Private B.C. companies are also required to take reasonable steps to verify and update the information in the Transparency Register annually and when they become aware of new or different information. The Transparency Register must be kept at either the company’s records office or at another location so long as it is available for inspection and copying at the records office by means of a computer terminal or other electronic technology. Under the BCBCA, it is an offence for private B.C. companies to fail to take reasonable steps to comply with the obligations listed above. It is also an offence for (a) any director or officer of a private company to authorize, permit or acquiesce to any such non-compliance; or (b) a shareholder to send information to the company that is false or misleading. Any person who commits any of these offences risks penalties of up to $50,000 for individuals and $100,000 for other persons (ie. the company, other corporations and/or partnerships). The Government of British Columbia has published further information, including helpful resources for private B.C. companies intending to comply directly. More information can be found here.
Endeavor Law can assist BCBCA companies as well as any directors, officers or shareholders of such corporation with legal advice and services directed at compliance with these, and other, corporate regulatory matters. Endeavor Law will always seek to provide competitive pricing for any legal services requested and is pleased to discuss fee arrangements that suit any potential client.
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