An Act to amend the Canada Business Corporations Act and to make consequential and related amendments to other Acts (S.C. 2023, c. 29)
Full Document:
- HTMLFull Document: An Act to amend the Canada Business Corporations Act and to make consequential and related amendments to other Acts (Accessibility Buttons available) |
- PDFFull Document: An Act to amend the Canada Business Corporations Act and to make consequential and related amendments to other Acts [239 KB]
Assented to 2023-11-02
An Act to amend the Canada Business Corporations Act and to make consequential and related amendments to other Acts
S.C. 2023, c. 29
Assented to 2023-11-02
An Act to amend the Canada Business Corporations Act and to make consequential and related amendments to other Acts
SUMMARY
This enactment amends the Canada Business Corporations Act to, among other things,
(a) require the Director appointed under that Act to make available to the public certain information on individuals with significant control over a corporation;
(b) protect the information and identity of certain individuals;
(c) add, or broaden the application of, offences and provide the Director with additional enforcement and compliance powers; and
(d) add regulatory authority to prescribe further requirements in certain provisions.
It also makes consequential and related amendments to other Acts.
His Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:
R.S., c. C-44; 1994, c. 24, s. 1(F)Canada Business Corporations Act
Marginal note:2018, c. 27, s. 183
1 (1) Paragraph 21.1(1)(a) of the Canada Business Corporations Act is replaced by the following:
(a) for each individual with significant control,
(i) their name and date of birth,
(ii) their residential address, and
(iii) their address for service, if it has been provided to the corporation;
(a.1) the citizenship of each individual with significant control;
Marginal note:2018, c. 27, s. 183
(2) Subsection 21.1(2) of the Act is replaced by the following:
Marginal note:Updating of information
(2) The corporation shall, at the following times, take reasonable steps to ensure that it has identified all individuals with significant control over the corporation and that the information in the register is accurate, complete and up-to-date:
(a) at least once during each financial year of the corporation;
(b) on the request of the Director; and
(c) at the times provided for in the regulations.
Marginal note:2022, c. 10, s. 431
2 (1) The portion of subsection 21.21(1) of the English version of the Act before paragraph (a) is replaced by the following:
Marginal note:Sending of information to Director
21.21 (1) A corporation to which section 21.1 applies shall send to the Director
Marginal note:2022, c. 10, s. 431
(2) Paragraphs 21.21(1)(a) and (b) of the Act are replaced by the following:
(a) on an annual basis, the information determined by the Director from among that in its register of individuals with significant control over the corporation, in the form and within the period that the Director fixes; and
(b) the information determined by the Director from among that recorded under subsection 21.1(3), within 15 days after the day on which it is recorded and in the form that the Director fixes.
Marginal note:2022, c. 10, s. 431
(3) Subsection 21.21(2) of the Act is replaced by the following:
Marginal note:Sending of information — certificates issued
(2) On or after the date shown on a certificate referred to in section 8 or subsection 185(4) or 187(4), a corporation to which section 21.1 applies shall send to the Director the information determined by the Director from among that referred to in paragraphs 21.1(1)(a) to (f), in the form and within the period that the Director fixes.
(4) Section 21.21 of the Act is amended by adding the following after subsection (3):
Marginal note:Offence
(4) A corporation that, without reasonable cause, contravenes subsection (1) or (2) is guilty of an offence and liable on summary conviction to a fine not exceeding $100,000.
Marginal note:2018, c. 27, s. 183
3 Subsections 21.3(2) to (6) of the Act are repealed.
4 The Act is amended by adding the following before section 21.31:
Marginal note:Provision of information by Director
21.302 The Director may provide all or part of the information received under section 21.21 to a provincial corporate registry or a provincial government department or agency that is responsible for corporate law in that province.
Marginal note:Information available to public
21.303 (1) The Director shall make available to the public the following information sent to the Director under section 21.21 for each individual with significant control:
(a) their name;
(b) their address for service, if it has been provided to the corporation;
(c) their residential address, if their address for service has not been provided to the corporation;
(d) the information referred to in paragraphs 21.1(1)(c) and (d); and
(e) any other prescribed information.
Marginal note:Exception
(2) Subsection (1) does not apply in respect of an individual who is less than 18 years of age or an individual to whom prescribed circumstances apply.
Marginal note:Exemption on application
(3) If an individual with significant control or the corporation over which they have significant control applies to the Director to have any information referred to in subsection (1) in relation to the individual not made available to the public, the Director may choose to not make it available to the public, subject to any terms that the Director thinks fit,
(a) if the Director reasonably believes that making it available presents or would present a serious threat to the safety of the individual; or
(b) if the Director is satisfied that
(i) the individual is incapable,
(ii) the information is to be kept confidential under subsection 27(8) of the Conflict of Interest Act or a similar provision of an Act of the legislature of a province, or
(iii) prescribed circumstances apply to the individual.
Marginal note:2019, c. 29, s. 100
5 (1) Subsection 21.4(1) of the Act is replaced by the following:
Marginal note:Offence
21.4 (1) Every director or officer of a corporation who knowingly authorizes, permits or acquiesces in the contravention of subsection 21.1(1), 21.21(1) or (2), 21.3(1) or 21.31(1) by that corporation commits an offence, whether or not the corporation has been prosecuted or convicted.
(2) Subsection 21.4(5) of the Act is replaced by the following:
Marginal note:Penalty
(5) A person who commits an offence under any of subsections (1) to (4) is liable on summary conviction to a fine not exceeding one million dollars or to imprisonment for a term not exceeding five years, or to both.
Marginal note:2001, c. 14, s. 105(1)
6 (1) Subparagraph 212(1)(a)(iii) of the Act is replaced by the following:
(iii) is in default for a period of one year in sending to the Director any fee or any notice, document or other information required by this Act, or
Marginal note:2001, c. 14, s. 105(3)
(2) Subsection 212(3.1) of the Act is replaced by the following:
Marginal note:Payment of incorporation fee or sending of information
(3.1) Despite anything in this section, the Director may dissolve a corporation by issuing a certificate of dissolution if the required fee for the issuance of a certificate of incorporation has not been paid or if the corporation has not complied with subsection 21.21(2).
7 Section 237 of the Act is replaced by the following:
Marginal note:Inquiries
237 (1) The Director may make inquiries of any person relating to compliance with this Act and may, as part of any inquiry, require the person to provide any records or other documents or information.
Marginal note:Response
(2) A person shall respond to any inquiry made under subsection (1).
Marginal note:2001, c. 14, s. 124; 2018, c. 8, s. 36(1)
8 (1) The portion of section 258.1 of the Act before paragraph (b) is replaced by the following:
Marginal note:Content and form of documents
258.1 The Director may establish the requirements for the content and fix the form, including electronic or other forms, of notices, documents or other information sent to or issued by the Director under this Act and, in so doing, the Director may specify, among other things,
(a) the notices, documents or other information that may be transmitted in electronic or other form;
Marginal note:2018, c. 8, ss. 36(2) and (3)(E)
(2) Paragraphs 258.1(b) and (c) of the English version of the Act are replaced by the following:
(b) the persons or classes of persons who may sign or transmit the notices, documents or other information;
(c) the manner of signing, whether electronic or otherwise, or the actions that are to have the same effect as their signature; and
Marginal note:2018, c. 8, s. 36(4)(F)
(3) Paragraph 258.1(d) of the Act is replaced by the following:
(d) the time and circumstances when electronic notices, documents or other information are to be considered to be sent or received, and the place where they are considered to have been sent or received.
Marginal note: 2001, c. 14, s. 135 (Sch., s. 85)(E)
9 Subsection 259(1) of the Act is replaced by the following:
Marginal note:Proof required by Director
259 (1) The Director may require that a document or a fact stated in a document or in any information required by this Act or the regulations to be sent to the Director shall be verified in accordance with subsection (2).
Marginal note:2018, c. 8, s. 38(2)
10 Paragraph 261(1)(b) of the Act is replaced by the following:
(a.2) prescribing what constitutes
(i) for the purposes of paragraph 2.1(1)(b), direct influence, indirect influence or control in fact, and
(ii) for the purposes of paragraph 21.31(3)(c), direct influence or indirect influence;
(b) requiring the payment of a fee in respect of the receipt, examination, filing, issuance or copying of any document or other information, or in respect of any action that the Director is required or authorized to take under this Act, and prescribing the amount of the fee or the manner of determining the fee;
Marginal note: 2018, c. 8, s. 39
11 Section 261.1 of the Act is replaced by the following:
Marginal note:Payment of fees
261.1 A fee in respect of the receipt or copying of any document or other information shall be paid to the Director when it is received or copied, and a fee in respect of the examination, filing or issuance of any document or other information or in respect of any action that the Director is required or authorized to take shall be paid to the Director before the document or other information is examined, filed or issued or the action is taken.
Marginal note:2018, c. 8, s. 42
12 Section 262.2 of the Act is replaced by the following:
Marginal note:Publication
262.2 The Director must publish, in a publication generally available to the public, a notice of any decision made by the Director granting an application made under subsection 2(6), 10(2), 21.303(3), 82(3) or 151(1), section 156 or subsection 171(2) or 187(11).
Marginal note:2001, c. 14, s. 129
13 (1) Paragraph 263.1(1)(a) of the Act is replaced by the following:
(a) has sent to the Director a document or other information required to be sent under this Act;
Marginal note:2001, c. 14, s. 129
(2) Subsection 263.1(2) of the Act is replaced by the following:
Marginal note:Director may refuse to issue certificate of existence
(2) For greater certainty, the Director may refuse to issue a certificate described in paragraph (1)(c) if the Director has knowledge that the corporation is in default of sending a document or other information required to be sent under this Act or is in default of paying a required fee.
- Date modified: