PIA – Corporations Canada – Beneficial Ownership Transparency

Considerations:

Private federally incorporated companies created under the CBCA already keep a register of individuals with significant control as part of their internal, corporate records. An individual with significant control (ISC) is someone who owns or controls a corporation; for example, an individual who owns 25% or more of the voting shares. The CBCA uses the legal term 'individual with significant control' and does not use the more generic term 'beneficial owner'. This PIA will therefore use 'individual with significant control' (ISC) hereafter.

Pursuant to amendments to the CBCA that provide the legal authority for this initiative, Corporations Canada will implement the following new collection and disclosure requirements:

1. Collection: Private federally incorporated companies must send information about ISCs to Corporations Canada;
2. Disclosure to law enforcement: Corporations Canada may provide all or part of the information about ISCs it receives to an investigative body, FINTRAC, or other prescribed entities (an investigative body is defined as: any police force, the Canada Revenue Agency (CRA) and any provincial body similar to the CRA, as well as any prescribed body that has investigative powers);
3. Disclosure to provinces: Corporations Canada may provide all or part of the information about ISCs it receives to a provincial corporate registry or a provincial government department or agency that is responsible for corporate law in the relevant jurisdiction; and
4. Public disclosure: Some of the information about ISCs that Corporations Canada receives will be made available to the public. See area B (Type of Personal Information Involved and Context) of this section, and Section IV (Flow of Information) of this PIA.

These new collection and disclosure requirements will provide greater access to information about who owns and controls Canadian businesses and help the Government meet its commitment in Budget 2022 to implement, by the end of 2023, a public and searchable registry of ISCs of federally incorporated companies.

Considerations:

Private federally incorporated companies must send the following information about each ISC (ISC Information) to Corporations Canada (which may be provided by an authorized third-party):

• their name and date of birth;
• their residential address;
• their address for service, if it has been provided to the corporation;
• their citizenship;
• their jurisdiction of residence for income tax purposes;
• the date on which they became, or ceased to be, an ISC; and
• a description of how they have significant control over the corporation.

Each ISC Information element is required to help correctly identify who owns and controls Canadian businesses.

However, to safeguard privacy interests, only the ISC Information necessary to achieve the objective of beneficial ownership transparency is available to the public. Therefore, the following ISC Information will not be made available to the public:

In respect of all ISCs:

• date of birth;
• residential address, if an address for service is provided;
• citizenship; and
• jurisdiction of residence for income tax purposes.

In respect of vulnerable ISCs:

• any information about ISCs who are less than 18 years of age;
• any information about ISCs who, upon application, satisfy Corporations Canada that:
  • making their information available presents a serious threat to their safety;
  • the ISC is incapacitated; or
  • the ISC Information must be kept confidential to meet other legal obligations (for example, conflict of interest requirements).

Considerations:

Disclosure to law enforcement agencies: Corporations Canada possesses the authority to provide all or part of the ISC Information it receives to an investigative body, FINTRAC or other prescribed entities. This will help disrupt the opacity on which criminal actors rely for perpetrating financial crime. It will also enable law enforcement to fight and prevent financial crimes using best practices identified by the Financial Action Task Force (FATF), the European Commission, and other international bodies that advocate for ISC transparency.

Disclosure to provinces: Corporations Canada possesses the authority to provide all or part of the ISC Information it receives to a provincial corporate registry or a provincial government department or agency that is responsible for corporate law in that jurisdiction. This will enable the Government to fulfill its commitment to make the ISC registry scalable to allow access to ISC data held by provinces and territories that agree to participate in the national registry. It will also assist in verifying and validating ISC Information across jurisdictions.

Public disclosure: Public access to ISC Information helps to drive up data quality about who owns, controls, and benefits from companies and their profits. Journalists can use the information to follow money. Consumers and businesses can have increased trust in the integrity of business transactions by knowing with whom they are conducting business. Civil Society Organizations including think tanks, academic institutions and private sector organizations (domestic and international) will use ISC Information for their research, monitoring and reporting of potential cases of fraud, money laundering, tax evasion and other financial crimes.

Considerations:

This is a continuing, long-term activity.

Considerations:

The disclosure of ISC information may affect the parties to whom the information relates. At a minimum, some ISC information will be in the public domain.  In other instances, some ISC information may be used by other government agencies and investigative bodies, in conjunction with other identifying information, to investigate and/or prosecute the individual(s) to whom it relates, or simply to validate details across jurisdictions.