Not publishing information about a corporation's individual with significant control

On this page

• Purpose
• ISC information available to the public
• When to apply
• Information that must be included in an application
• Review of an application
• Fees
• Apply for a decision

Purpose

This policy sets out information about applying to the Director appointed under the Canada Business Corporations Act (CBCA) to seek a decision to not make the information about a corporation's individual with significant control (ISC) publicly available The information below will help you determine:

• whether you, as an ISC or a corporation, should apply to the director for an exemption to not make the ISC information publicly available.
• how to submit an application to the Director.

ISC information available to the public

Corporations created under the CBCA are required to create and maintain an individual with significant control register and to file their ISC information with Corporations Canada. This register provides greater transparency over who owns and controls Canadian businesses, and helps law enforcement agencies expose activities like money laundering and tax evasion, which are growing global concerns.

As for Corporations Canada, it is required to make some of this information available to the public.

Under subsection 21.303 (3) of the CBCA, upon the application of an ISC or the corporation over which the individual has significant control, the Director may choose to not make the ISC information publicly available, subject to any terms that the Director thinks fit. The decision could be made in certain cases if the following specific circumstances, as set out in the CBCA, are met:

• The information available to the public presents or would present a serious threat to the safety of the individual
• The ISC is declared incapable either by a court or under provincial or territorial laws
• The information is to be kept confidential under subsection 27(8) of the Conflict of Interest Act or a similar provision of a provincial or territorial act

The Director's decision does not exempt the corporation from having to file the required ISC information with Corporations Canada.

When to apply

For a federally incorporated business corporation or an ISC

You can apply at any time. However, we do recommend that you submit your application for the Director's decision 30 days before filing or updating the ISC information with Corporations Canada. Otherwise, there is a risk that the information for which a decision is sought could have already automatically been made available to the public.

For corporations not yet created (incorporation, amalgamation or continuance)

It is recommended that corporations that have not yet been created submit an application for the Director's decision 30 days before filing articles of incorporation, amalgamation or continuance. When a decision is made, Corporations Canada will be in contact with the applicant regarding the next steps on how to provide their ISC information. This ensures that the information does not inadvertently become publicly available on Corporations Canada's website if the decision to not make the information publicly available is granted.

Information that must be included in an application

In order to submit an application, you must send detailed information to Corporations Canada. All applications will be reviewed on a case-by-case basis. Here is a list of what you will need.

All applications must clearly set out:

• the applicant's contact information
• the applicant's identification as:
  • a corporation not yet created
  • the corporation
  • an ISC applying regarding their own information for a specific corporation
• the name(s) of the ISC(s), and the name and number of the corporation over which they have significant control
• if the corporation has yet to be created
• the reason why the application is being submitted (see the following section)

Specific circumstances when an application can be submitted

• Making the information publicly available presents or would present a serious threat to the safety of the individual.

  In this case, you should also include:

  • a description of the serious threat to the safety of the individual
  • arguments demonstrating that making the information publicly available presents or would present a serious threat to the safety of the individual
  • any documents supporting the existence of a serious threat to the safety of the individual, such as a police report
    (Apply for a decision under Circumstances where ISC information that is made publicly available would present a serious threat to the safety of the individual)
• The ISC is declared incapable either by a court or under provincial or territorial laws.

  In this case, you should also include: 

  • a statement that the individual is incapable
  • documented evidence that the individual has been declared incapable by a court or by another manner in accordance with provincial or territorial laws. Note: The documentation officially declaring an individual to be legally incapable may vary according to provincial and territorial legislation
    (Apply for a decision under Circumstances where the ISC is declared incapable either by a court or under provincial or territorial laws)
• Making the information publicly available would go against subsection 27(8) of the Conflict of Interest Act or a similar provision of an act of a province or territory's legislature.

  In this case, you should also include:  

  • a statement that the ISC information is to be kept confidential under subsection 27(8) of the Conflict of Interest Act
  • documentation issued from the Office of the Conflict of Interest and Ethics Commissioner, such as a copy of the summary statement or a copy of the public registry entry
  • if the application for a decision is made under a similar provision of an act of a province or territory's legislature, a reference to the specific provision in the legislation and similar documentation. For example, a copy of a public disclosure statement
    (Apply for a decision under Circumstances relating to subsection 27(8) of the Conflict of Interest Act or of a similar provision of an Act of the legislature of a province or territory)

Please consult Applying for an exemption under the Canada Business Corporations Act for more information about exemptions.

Review of an application

When reviewing an application to not make the ISC information publicly available, the Director must be satisfied that the test set out in the CBCA according to each specific circumstance is met.

The Director appointed under the CBCA will apply the test according to each specific circumstance.

• Making the ISC information publicly available presents or would present a serious threat to the safety of the individual

  To decide to not make the ISC information publicly available, the Director must reasonably believe that making the information publicly available presents or would present a serious threat to the safety of the individual.

  The Director will review the application and will weigh the arguments in the application against the public interest objectives of transparency and accountability in having the ISC information publicly available.

  There is the option to publicly disclose an ISC's address for service instead of their residential address. Given this option, applications arguing solely that making the residential address available to the public presents or would present a serious threat to the ISC generally will be refused.

• The ISC is incapable

  To decide to not make the ISC information publicly available, the Director must be satisfied that the individual is legally incapable. An individual is incapable when they have been found, under the laws of a province or territory, other than by reason of being a minor, to be unable to manage their property or have been declared to be incapable by any court in a jurisdiction outside Canada.

• The information is to be kept confidential under subsection 27(8) of the Conflict of Interest Act or a similar provision of a provincial or territorial act

  To decide to not make the ISC information publicly available, the Director must be satisfied that the information is to be kept confidential under subsection 27(8) of the Conflict of Interest Act or a similar provision of a provincial or territorial act.

After the Director's review and decision of an application

No information about the ISC will be made publicly available if, upon reviewing the application, the Director chooses not to make it publicly available. However, it should be noted that law enforcement, the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) will have access to ISC information even if the Director decides not to make the ISC information publicly available.

After reviewing the application, if the Director is not satisfied that the application meets the test, the applicant will be notified and the ISC information will be made publicly available.

How long the ISC information will remain unavailable to the public

The Director's decision to not make the ISC information publicly available takes effect on the date of the Director's decision, and remains in effect so long as:

• the circumstances which led to the initial decision have not changed substantially
• the decision is not modified, revoked or terminated

Copies of an application for the Director's decision or of the decision itself

Pursuant to subsection 266(1) of the CBCA, nobody is entitled to examine, copy or take extracts of corporate records or documents regarding an application nor the decision made under section 21.303 of the CBCA. As such, no copies of an application for the Director's decision or of the decision itself are available. This applies whether the application is accepted or rejected.

Fees

There is no fee to apply for a decision from the Director to not make the information about a corporation's ISC publicly available. Learn more on Corporations Canada's Services, fees and processing times.