Bill C-42: An Act to amend the Canada Business Corporations Act and to make consequential and related amendments to other Acts

R.S., c. C-44; 1994, c. 24, s. 1(F) Canada Business Corporations Act 2018, c. 27, s. 183 1 (1) Paragraph 21.1(1)(a) of the Canada Business Corporations Act is replaced by the following: (a) for each individual with significant control, (i) their name and date of birth, (ii) their residential address, and (iii) their address for service, if it has been provided to the corporation; (a.1) the citizenship of each individual with significant control; 2018, c. 27, s. 183 (2) Subsection 21.1(2) of the Act is replaced by the following: Updating of information (2) The corporation shall, at the following times, 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: (a) at least once during each financial year of the corporation; (b) on the request of the Director; and (c) at the times provided for in the regulations. 2022, c. 10, s. 431 2 (1) The portion of subsection 21.21(1) of the English version of the Act before paragraph (a) is replaced by the following: Sending of information to Director 21.21 (1) A corporation to which section 21.1 applies shall send to the Director 2022, c. 10, s. 431 (2) Paragraphs 21.21(1)(a) and (b) of the Act are replaced by the following: (a) on an annual basis, the information determined by the Director from among that in its register of individuals with significant control over the corporation, in the form and within the period that the Director fixes; and (b) the information determined by the Director from among that recorded under subsection 21.1(3), within 15 days after the day on which it is recorded and in the form that the Director fixes. 2022, c. 10, s. 431 (3) Subsection 21.21(2) of the Act is replaced by the following: Sending of information — certificates issued (2) On or after the date shown on a certificate referred to in section 8 or subsection 185(4) or 187(4), a corporation to which section 21.1 applies shall send to the Director the information determined by the Director from among that referred to in paragraphs 21.1(1)(a) to (f), in the form and within the period that the Director fixes. (4) Section 21.21 of the Act is amended by adding the following after subsection (3): Offence (4) A corporation that, without reasonable cause, contravenes subsection (1) or (2) is guilty of an offence and liable on summary conviction to a fine not exceeding $100,000. 2018, c. 27, s. 183 3 Subsections 21.3(2) to (6) of the Act are repealed. 4 The Act is amended by adding the following before section 21.31: Provision of information by Director 21. 302 The Director may provide all or part of the information received under section 21.21 to a provincial corporate registry or a provincial government department or agency that is responsible for corporate law in that province. Information available to public 21.303 (1) The Director shall make available to the public the following information sent to the Director under section 21.21 for each individual with significant control: (a) their name; (b) their address for service, if it has been provided to the corporation; (c) their residential address, if their address for service has not been provided to the corporation; (d) the information referred to in paragraphs 21.1(1)(c) and (d); and (e) any other prescribed information. Exception (2) Subsection (1) does not apply in respect of an individual who is less than 18 years of age or an individual to whom prescribed circumstances apply. Exemption on application (3) If an individual with significant control or the corporation over which they have significant control applies to the Director to have any information referred to in subsection (1) in relation to the individual not made available to the public, the Director may choose to not make it available to the public, subject to any terms that the Director thinks fit, (a) if the Director reasonably believes that making it available presents or would present a serious threat to the safety of the individual; or (b) if the Director is satisfied that (i) the individual is incapable, (ii) the information is to be kept confidential under subsection 27(8) of the Conflict of Interest Act or a similar provision of an Act of the legislature of a province, or (iii) prescribed circumstances apply to the individual. 2019, c. 29, s. 100 5 (1) Subsection 21.4(1) of the Act is replaced by the following: Offence 21.4 (1) Every director or officer of a corporation who knowingly authorizes, permits or acquiesces in the contravention of subsection 21.1(1), 21.21(1) or (2), 21.3(1) or 21.31(1) by that corporation commits an offence, whether or not the corporation has been prosecuted or convicted. (2) Subsection 21.4(5) of the Act is replaced by the following: 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 one million dollars or to imprisonment for a term not exceeding five years, or to both. 2001, c. 14, s. 105(1) 6 (1) Subparagraph 212(1)(a)(iii) of the Act is replaced by the following: (iii) is in default for a period of one year in sending to the Director any fee or any notice, document or other information required by this Act, or 2001, c. 14, s. 105(3) (2) Subsection 212(3.1) of the Act is replaced by the following: Payment of incorporation fee or sending of information (3.1) Despite anything in this section, the Director may dissolve a corporation by issuing a certificate of dissolution if the required fee for the issuance of a certificate of incorporation has not been paid or if the corporation has not complied with subsection 21.21(2). 7 Section 237 of the Act is replaced by the following: Inquiries 237 (1) The Director may make inquiries of any person relating to compliance with this Act and may, as part of any inquiry, require the person to provide any records or other documents or information. Response (2) A person shall respond to any inquiry made under subsection (1). 2001, c. 14, s. 124; 2018, c. 8, s. 36(1) 8 (1) The portion of section 258.1 of the Act before paragraph (b) is replaced by the following: Content and form of documents 258. 1 The Director may establish the requirements for the content and fix the form, including electronic or other forms, of notices, documents or other information sent to or issued by the Director under this Act and, in so doing, the Director may specify, among other things, (a) the notices, documents or other information that may be transmitted in electronic or other form; 2018, c. 8, ss. 36(2) and (3)(E) (2) Paragraphs 258.1(b) and (c) of the English version of the Act are replaced by the following: (b) the persons or classes of persons who may sign or transmit the notices, documents or other information; (c) the manner of signing, whether electronic or otherwise, or the actions that are to have the same effect as their signature; and 2018, c. 8, s. 36(4)(F) (3) Paragraph 258.1(d) of the Act is replaced by the following: (d) the time and circumstances when electronic notices, documents or other information are to be considered to be sent or received, and the place where they are considered to have been sent or received. 2001, c. 14, s. 135 (Sch., s. 85)(E) 9 Subsection 259(1) of the Act is replaced by the following: Proof required by Director 259 (1) The Director may require that a document or a fact stated in a document or in any information required by this Act or the regulations to be sent to the Director shall be verified in accordance with subsection (2). 2018, c. 8, s. 38(2) 10 Paragraph 261(1)(b) of the Act is replaced by the following: (a.2) prescribing what constitutes (i) for the purposes of paragraph 2.1(1)(b), direct influence, indirect influence or control in fact, and (ii) for the purposes of paragraph 21.31(3)(c), direct influence or indirect influence; (b) requiring the payment of a fee in respect of the receipt, examination, filing, issuance or copying of any document or other information, or in respect of any action that the Director is required or authorized to take under this Act, and prescribing the amount of the fee or the manner of determining the fee; 2018, c. 8, s. 39 11 Section 261.1 of the Act is replaced by the following: Payment of fees 261. 1 A fee in respect of the receipt or copying of any document or other information shall be paid to the Director when it is received or copied, and a fee in respect of the examination, filing or issuance of any document or other information or in respect of any action that the Director is required or authorized to take shall be paid to the Director before the document or other information is examined, filed or issued or the action is taken. 2018, c. 8, s. 42 12 Section 262.2 of the Act is replaced by the following: Publication 262. 2 The Director must publish, in a publication generally available to the public, a notice of any decision made by the Director granting an application made under subsection 2(6), 10(2), 21.303(3), 82(3) or 151(1), section 156 or subsection 171(2) or 187(11). 2001, c. 14, s. 129 13 (1) Paragraph 263.1(1)(a) of the Act is replaced by the following:   (a) has sent to the Director a document or other information required to be sent under this Act; 2001, c. 14, s. 129 (2) Subsection 263.1(2) of the Act is replaced by the following: Director may refuse to issue certificate of existence (2) For greater certainty, the Director may refuse to issue a certificate described in paragraph (1)(c) if the Director has knowledge that the corporation is in default of sending a document or other information required to be sent under this Act or is in default of paying a required fee. 2018, c. 8, s. 44 14 Subsection 266(1) of the Act is replaced by the following: Examination 266 (1) A person who has paid the required fee is entitled during usual business hours to examine and make copies of or take extracts from a document or other information — except an application referred to in subsection 21.303(3) and any related document and a report sent to the Director under subsection 230(2) — that is required to be sent to the Director under this Act or that was required to be sent to a person performing a similar function under prior legislation. 15 The Act is amended by adding the following after section 266: Information not to be made available 266.1 (1) The Director shall not make available any information that could reasonably be expected to reveal the identity of a person who, on their own initiative, provides information relating to the commission or potential commission of a wrongdoing, or any information provided by the person in relation to the commission or potential commission, unless the person providing the information consents to its being made available. Exception — investigations (2) Despite subsection (1), the Director may provide information referred to in that subsection to an investigative body referred to in subsection 21.31(2), the Financial Transactions and Reports Analysis Centre of Canada or any prescribed entity. Definition of wrongdoing (3) In this section, wrongdoing includes (a) a contravention of any provision of this Act or the regulations; (b) the formation of a corporation for a fraudulent or unlawful purpose; or (c) any fraudulent or dishonest actions of persons concerned with the formation, business or affairs of a corporation. Consequential and Related Amendments R.S., c. A- 1 Access to Information Act 16 Schedule II to the Access to Information Act is amended by adding, in alphabetical order, a reference to Canada Business Corporations Act Loi canadienne sur les sociétés par actions and a corresponding reference to “subsection 266.1(1)”. R.S., c. 1 (5th Supp.) Income Tax Act 17 Subsection 241(4) of the Income Tax Act is amended by striking out “or” at the end of paragraph (s), by adding “or” at the end of paragraph (t) and by adding the following after paragraph (t): (u) provide to an official of the Department of Industry, solely for the purpose of verifying and validating the data required to be sent under section 21.21 of the Canada Business Corporations Act in respect of a private corporation (in this paragraph referred to as the “particular corporation”), the following information: (i) for each corporation (in this paragraph referred to as the “subject corporation”) that is related to or associated with the particular corporation in a taxation year, (A) the name of the subject corporation, (B) the jurisdiction of residence of the subject corporation, (C) the business number of the subject corporation, (D) the relationship between the particular corporation and the subject corporation, (E) the number of shares of each class of the capital stock of the subject corporation that are owned by the particular corporation, and (F) the percentage of all the issued and outstanding shares of each class of the capital stock of the subject corporation that are owned by the particular corporation, (ii) for each shareholder that holds at least 10% of any class of the capital stock of the particular corporation in a taxation year, (A) the name of the shareholder, (B) whether the shareholder is a corporation, partnership, individual or trust, (C) as the case may be, the shareholder’s (I) business number, (II) partnership account number, (III) social insurance number, or (IV) trust account number, and (D) the percentage of all the issued and outstanding shares of each class of the capital stock of the particular corporation that are owned by the shareholder, and (iii) the taxation year to which the information described in subparagraphs (i) and (ii) relates. 2000, c. 17; 2001, c. 41, s. 48 Proceeds of Crime (Money Laundering) and Terrorist Financing Act 2017, c. 20, s. 434 18 Paragraph 73(1)(c) of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act is replaced by the following: (c) respecting the verification of the identity of persons and entities referred to in section 6.1 and requiring the reporting to government institutions or agencies of any discrepancies in information on the beneficial ownership or control of an entity arising out of that verification; 2022, c. 10 Budget Implementation Act, 2022, No. 1 19 Section 434 of the Budget Implementation Act, 2022, No. 1 is repealed. Coordinating Amendment 2022, c. 10 20 On the first day on which both section 433 of the Budget Implementation Act, 2022, No. 1 and section 14 of this Act are in force, section 266 of the Canada Business Corporations Act is replaced by the following: Examination 266 (1) A person who has paid the required fee is entitled during usual business hours to examine and make copies of or take extracts from a document or other information — except any information sent under section 21.21, an application referred to in subsection 21.303(3) and any related document and a report sent to the Director under subsection 230(2) — that is required to be sent to the Director under this Act or that was required to be sent to a person performing a similar function under prior legislation. Copies or extracts (2) The Director shall, on request, provide any person with a copy, extract, certified copy or certified extract of a document that may be examined under subsection (1). Coming into Force Order in council 21 (1) Subject to subsections (2) and (3), the provisions of this Act, other than section 20 , come into force on a day or days to be fixed by order of the Governor in Council, but that day or those days must not be before the day on which section 1 comes into force. Order in council (2) Sections 1 and 19 come into force on a day or days to be fixed by order of the Governor in Council. Order in council (3) Sections 2 , 4 to 6 and 17 come into force on a day to be fixed by order of the Governor in Council, but that day must not be before the day on which section 431 of the Budget Implementation Act, 2022, No. 1 comes into force.