Budget Implementation Act, 2018, No. 2 (S.C. 2018, c. 27)

Marginal note:Register

• 21.1 (1) The corporation shall prepare and maintain, at its registered office or at any other place in Canada designated by the directors, a register of individuals with significant control over the corporation that contains

  • (a) the names, the dates of birth and the latest known address of each individual with significant control;

  • (b) the jurisdiction of residence for tax purposes of each individual with significant control;

  • (c) the day on which each individual became or ceased to be an individual with significant control, as the case may be;

  • (d) a description of how each individual is an individual with significant control over the corporation, including, as applicable, a description of their interests and rights in respect of shares of the corporation;

  • (e) any other prescribed information; and

  • (f) a description of each step taken in accordance with subsection (2).

• Marginal note:Updating of information

  (2) At least once during each financial year of the corporation, the corporation shall 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.

• Marginal note:Recording of information

  (3) If the corporation becomes aware of any information referred to in paragraphs (1)(a) to (e) as a result of steps taken in accordance with subsection (2) or through any other means, the corporation shall record that information in the register within 15 days of becoming aware of it.

• Marginal note:Information from shareholders

  (4) If the corporation requests information referred to in any of paragraphs (1)(a) to (e) from one of its shareholders, the shareholder shall, to the best of their knowledge, reply accurately and completely as soon as feasible.

• Marginal note:Disposal of personal information

  (5) Within one year after the sixth anniversary of the day on which an individual ceases to be an individual with significant control over the corporation, the corporation shall — subject to any other Act of Parliament and to any Act of the legislature of a province that provides for a longer retention period — dispose of any of that individual’s personal information, as defined in subsection 2(1) of the Personal Information Protection and Electronic Documents Act, that is recorded in the register.

• Marginal note:Offence

  (6) A corporation that, without reasonable cause, contravenes this section is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars.

• Marginal note:Non-application

  (7) This section does not apply to a corporation that

  • (a) is a reporting issuer or an émetteur assujetti under an Act of the legislature of a province relating to the regulation of securities;

  • (b) is listed on a designated stock exchange, as defined in subsection 248(1) of the Income Tax Act; or

  • (c) is a member of a prescribed class.

Marginal note:Inability to identify individuals

21.2 A corporation to which section 21.1 applies shall take prescribed steps if it is unable to identify any individuals with significant control over the corporation.

Marginal note:Disclosure to Director

• 21.3 (1) A corporation to which section 21.1 applies shall disclose to the Director, on request, any information in its register of individuals with significant control.

• Marginal note:Access — affidavit

  (2) Shareholders and creditors of the corporation or their personal representatives, on sending to the corporation or its agent or mandatary the affidavit referred to in subsection (3), may on application require the corporation or its agent or mandatary to allow the applicant access to the register of the corporation referred to in subsection 21.1(1) during the usual business hours of the corporation and, on payment of a reasonable fee, provide the applicant with an extract from that register.

• Marginal note:Affidavit

  (3) The affidavit required under subsection (2) shall contain

  • (a) the name and address of the applicant;

  • (b) the name and address for service of the body corporate, if the applicant is a body corporate; and

  • (c) a statement that any information obtained under subsection (2) will not be used except as permitted under subsection (5).

• Marginal note:Application by body corporate

  (4) If the applicant is a body corporate, the affidavit shall be made by a director or officer of the body corporate.

• Marginal note:Use of information

  (5) Information obtained under subsection (2) shall not be used by any person except in connection with

  • (a) an effort to influence the voting of shareholders of the corporation;

  • (b) an offer to acquire securities of the corporation; or

  • (c) any other matter relating to the affairs of the corporation.

• Marginal note:Offence

  (6) A person who, without reasonable cause, contravenes subsection (5) is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months, or to both.

Marginal note:Offence — preparation and maintenance of register

• 21.4 (1) Every director or officer of a corporation who knowingly authorizes, permits or acquiesces in the contravention of subsection 21.1(1) by that corporation commits an offence, whether or not the corporation has been prosecuted or convicted.

• Marginal note:Offence — recording of false or misleading information

  (2) Every director or officer of a corporation who knowingly records or knowingly authorizes, permits or acquiesces in the recording of false or misleading information in the register of the corporation referred to in subsection 21.1(1) commits an offence.

• Marginal note:Offence — provision of false or misleading information

  (3) Every director or officer of a corporation who knowingly provides or knowingly authorizes, permits or acquiesces in the provision to any person or entity of false or misleading information in relation to the register of the corporation referred to in subsection 21.1(1) commits an offence.

• Marginal note:Offence — subsection 21.1(4)

  (4) Every shareholder who knowingly contravenes subsection 21.1(4) commits an offence.

• 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 $200,000 or to imprisonment for a term not exceeding six months, or to both.

• Marginal note:Register of individuals with significant control

  (4) For greater certainty, a register referred to in subsection 21.1(1) or an extract from it is not a report, return, notice or other document for the purposes of this section.

• (c.01) prescribing the form of the register referred to in subsection 21.1(1) and the manner of preparing and maintaining it;

• (c.02) respecting steps to be taken by a corporation for the purposes of subsection 21.1(2);