2023–2025 Forward Regulatory Plan – Corporations Canada


Amendments to Canada Business Corporations Regulations related to the Individual with Significant Control (ISC) Register

Enabling act(s)

Canada Business Corporations Act

Description

The objective of the amendments is to bring further clarity to the ISC regime. Specifically, to respond to the feedback received since the coming into force of the provisions, ISED is considering using the regulatory authority set out in the Canada Business Corporations Act which includes:

  • prescribing classes of corporations that are not subject to the requirements to create and maintain an ISC Register;
  • prescribing steps to be taken if a corporation is unable to identify any individuals with significant control over the corporation; and
  • prescribing steps to be taken by a corporation for the purposes of updating the ISC Register.

Regulatory cooperation efforts (domestic and international)

Increasing corporate transparency has been an ongoing international concern. In recent years, many nations have committed to beneficial owner transparency under: the Financial Action Task Force (FATF) of the OECD; the Global Forum on Transparency and Exchange of Information for Tax Purposes; and various G8 agreements.

In 2017, federal, provincial and territorial Finance Ministers in Canada formally agreed to strengthen beneficial transparency, and have since committed to pursuing amendments to their corporate statutes to require corporations to hold accurate and up-to-date information on beneficial owners that would be available to relevant authorities.

Potential impacts on Canadians, including businesses

The amendments are expected to be well received in the corporate community. They will bring further clarity to the obligations as they are currently set out in the Canada Business Corporations Act. This should also result in a more consistent application of the requirements.

Consultations

A consultation paper was released in March 2020 for a 90-day consultation period. A notice about the consultation was sent to stakeholders and was posted on ISED's website.

The proposed regulations were pre-published in the Canada Gazette Part 1 on October 29, 2022 (Canada Gazette, Part 1, Volume 156, Number 44: Index)

Publication in the Canada Gazette, Part II, is anticipated to occur in Spring 2023.

Further information

Information will be posted on ISED's website once available.

Departmental contact information

Corporations Canada

If you wish to contact the department, please use the following:

By phone: 1-866-333-5556
By email: ic.corporationscanada.ic@ised-isde.ca

Date the regulatory initiative was first included in the Forward Regulatory Plan

April 2021


Amendments to Canada Business Corporations Regulations related to well-being and remuneration as a result of Bill C-97

Enabling act(s)

Canada Business Corporations Act (CBCA)

Description

Bill C-97 Budget Implementation Act, 2019, No. 1, received Royal Assent on June 21, 2019 and made amendments to the CBCA including new disclosure requirements.

The amendments include the following:

  • the requirement for prescribed corporations to present their approach on remuneration of directors and senior management to shareholders each year, conduct a non-binding vote on it, and disclose the results;
  • the requirement for prescribed corporations to place before shareholders, at every annual meeting, information relating to the recovery of incentive benefits or other benefits paid to directors or senior management; and
  • the requirement for prescribed corporations to annually provide shareholders with information regarding the well-being of employees, retirees and pensioners.

There are specifics of each of these requirements that need to be set out in the regulations in order for the provisions to come into force.

Regulatory cooperation efforts (domestic and international)

The proposal is unrelated to a work plan or commitment under a formal regulatory cooperation forum.

Potential impacts on Canadians, including businesses

The amendments are intended to strengthen corporate social responsibility and increase transparency and accountability.

There will be impacts on those corporations that are required to disclose information on well-being and conduct say-on-pay votes. The consultations and analysis of the potential amendments will include potential impacts.

Consultations

A consultation paper was released in January 2021 for a 60-day consultation period. A notice about the consultation was sent to stakeholders and was posted on ISED's website.

The results of the consultations are being analyzed and proposed regulations are being considered. There will be further opportunity for stakeholder comment if the proposed regulations are published in the Canada Gazette Part 1.

Further information

Information will be posted on ISED's website once available.

Departmental contact information

Corporations Canada

If you wish to contact the department, please use the following:

By phone: 1-866-333-5556
By email: ic.corporationscanada.ic@ised-isde.ca

Date the regulatory initiative was first included in the Forward Regulatory Plan

April 2021


Consult ISED's acts and regulations web page for:

  • a list of acts and regulations administered by ISED
  • further information on ISED's implementation of government-wide regulatory management initiatives

Consult the following for links to the Cabinet Directive on Regulation and supporting policies and guidance, and for information on government-wide regulatory initiatives implemented by departments and agencies across the Government of Canada:

To learn about upcoming or ongoing consultations on proposed federal regulations, visit: