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Canada Business Corporations Act (R.S.C., 1985, c. C-44)

Act current to 2019-11-19 and last amended on 2019-06-21. Previous Versions

PART IVRegistered Office and Records (continued)

Marginal note:Register

  •  (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.

  • 2018, c. 27, s. 183

Marginal note:Inability to identify individuals

 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.

  • 2018, c. 27, s. 183

Marginal note:Disclosure to Director

  •  (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.

  • 2018, c. 27, s. 183
  • 2019, c. 29, s. 98(F)

Marginal note:Disclosure to investigative bodies

  •  (1) On request by an investigative body referred to in subsection (2), a corporation to which section 21.1 applies shall, as soon as feasible after the request is served on the corporation or deemed to be received by it, and in the manner specified by the investigative body,

    • (a) provide the investigative body with a copy of the corporation’s register of individuals with significant control; or

    • (b) disclose to the investigative body any information specified by the investigative body that is in the corporation’s register of individuals with significant control.

  • Marginal note:Investigative bodies

    (2) The investigative bodies for the purpose of this section are

    • (a) any police force;

    • (b) the Canada Revenue Agency and any provincial body that has responsibilities similar to those of the Canada Revenue Agency; and

    • (c) any prescribed body that has investigative powers in relation to offences referred to in the schedule.

  • Marginal note:Requirement

    (3) An investigative body may make a request only if it has reasonable grounds to suspect that the copy of the register or the specified information would be relevant to investigating an offence referred to in the schedule and it also has reasonable grounds to suspect that

    • (a) the corporation that is the subject of the request committed the offence or was used to

      • (i) commit the offence,

      • (ii) facilitate the commission of the offence, or

      • (iii) protect from detection or punishment a person who has committed the offence;

    • (b) an individual with significant control over the corporation that is the subject of the request is also an individual with significant control over a corporation that committed the offence or was used to do anything referred to in any of subparagraphs (a)(i) to (iii); or

    • (c) an individual with significant control over the corporation that is the subject of the request is also an individual who, directly or indirectly, influences the affairs of an entity, other than a corporation, that committed the offence or was used to do anything referred to in any of subparagraphs (a)(i) to (iii).

  • Marginal note:Service or sending of request

    (4) The request must be served on the corporation by leaving the request at the corporation’s registered office as shown in the last notice filed under section 19 or sent to the corporation by registered mail to that registered office and, if so sent, is deemed to be received at the time it would be delivered in the ordinary course of mail, unless there are reasonable grounds for believing that the corporation did not receive the request at that time or at all.

  • Marginal note:Offence

    (5) A corporation that, without reasonable cause, contravenes subsection (1) is guilty of an offence and liable on summary conviction to a fine of not more than $5,000.

  • Marginal note:Amendment to schedule

    (6) The Governor in Council may, by order, amend the schedule by adding or deleting a reference to an offence.

  • 2019, c. 29, s. 99
 
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