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Home > Our Insights > “Register for Individuals with Significant Control”: 5 Key Facts CBCA Corporations Need to Know to Comply
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“Register for Individuals with Significant Control”: 5 Key Facts CBCA Corporations Need to Know to Comply

Published:

May 21, 2019

Author(s):

  • Ben Pryde, Lawyer at McInnes Cooper
  • Fae Shaw , Lawyer at McInnes Cooper
  • Maddy Sequeria, Student at McInnes Cooper

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As of June 13, 2019, private companies incorporated under the Canada Business Corporations Act (CBCA) must prepare and maintain a register of individuals who have “significant control” over the corporation (ISC Register). Corporations Canada states the purposes of the new ISC Register requirement are to increase corporate transparency respecting who owns and controls a corporation, and to help law enforcement agencies expose activities such as money laundering and tax evasion. The federal government originally introduced the new requirement through amendments to the CBCA in the Budget Implementation Act, 2018, No. 2 (Bill C-86) passed in December 2018 and recently introduced, but hasn’t yet passed, further amendments respecting the ISC Register in the Budget Implementation Act, 2019, No. 1 (Bill C-97).

Corporations subject to the new ISC Register requirement must act quickly to notify their beneficial owners of the new requirement and to gather the information required to fulfill it by June 13. Here are five key facts that CBCA corporations need to know about the new register of “individuals with significant control” requirement.

1. To what corporations does the new ISC Register requirement apply?

The requirement to prepare and maintain an ISC Register applies to all corporations incorporated under the CBCA with the exceptions of reporting issuers and publicly listed corporations.

2. Who has “significant control”?

The CBCA amendments define an individual with “significant control” as one who has certain interests or rights in respect of a “significant number” of the corporation’s shares. Individuals with significant control can include:

  • Registered shareholders.
  • Beneficial owners.
  • Individuals with direct or indirect control over the shares.
  • Individuals who have direct or indirect influence that, if exercised, would result in control in fact of the corporation.
  • Individuals to whom “prescribed circumstances” apply (as determined by regulation).

Individuals are deemed to have “significant control” if they have any of these interests or rights in the following amounts:

  • Any number of shares that carry 25% or more of the voting rights attached to all of the corporation’s outstanding voting shares, or
  • Any number of shares that is equal to 25% or more of all of the corporation’s outstanding shares measured by fair market value

3. What information must the ISC Register include?

A corporation must record and maintain in the ISC Register all of the following information for each person who has significant control over the corporation:

  • Their name, date of birth, and latest known address.
  • Their jurisdiction of residence for tax purposes.
  • The day on which they became and ceased to be an individual with significant control over the corporation.
  • A description of how they fall within the definition of an individual with “significant control”, including, as applicable, a description of their interest and rights in respect of shares of the corporation.
  • Any other information prescribed by regulation.
  • A description of each step taken in accordance with the corporation’s obligation to maintain the ISC Register. 

A corporation also has an ongoing obligation to take reasonable steps to ensure the ISC Register is maintained accurately and completely. The corporation must update the ISC Register annually, as well as within 15 days of becoming aware that any information in it ought to be recorded or updated. Within one year after the sixth anniversary of the day on which an individual ceases to have significant control over the corporation, the corporation must dispose of that individual’s personal information contained in the ISC Register, unless another law requires a longer retention period.

4. What are the non-compliance risks?

A corporation that contravenes the new ISC Register requirements without reasonable cause is liable for a fine of up to $5,000. Furthermore, a corporation’s director, officer, or shareholder who knowingly authorizes, permits, or acquiesces in the contravention of the new requirements or knowingly records or provides false or misleading information in relation to the ISC Register is personally liable for a fine of up to $200,000, to imprisonment for a term of up to six months, or to both.

5. Who can access the ISC Register?

Several groups can now, or may be able to in the future, access the ISC Register:

Shareholders and Creditors. Shareholders and creditors of the corporation may, on application, have access to the ISC Register provided the information obtained is only used: to influence the voting of the corporation’s shareholders; in connection with an offer to acquire securities of the corporation; or “any other matter relating to the affairs of the corporation”.

Director of Corporations Canada. The corporation must make the information contained in the ISC Register available to the Director of Corporations Canada upon request.

Investigative Bodies. If passed, Bill C-97 will further amend the CBCA to require a corporation to provide, upon request, a copy of the ISC Register to police, tax authorities or any other listed body with investigative authority in relation to offences set out in a new CBCA schedule, a draft of which Bill C-97 provides. Investigative bodies, however, would only be authorized to request the ISC Register if there are reasonable grounds to suspect the corporation, or an individual with significant control over it, has committed or been involved in the offences detailed in the new schedule. The list of offences will be wide-ranging, and includes offences under the Criminal Code of Canada, the Canadian Environmental Protection Act and the Cannabis Act.


Please contact your McInnes Cooper lawyer or any member of the Corporate & Business Law Team @ McInnes Cooper to discuss this topic or any other legal issue.


McInnes Cooper has prepared this document for information only; it is not intended to be legal advice. You should consult McInnes Cooper about your unique circumstances before acting on this information. McInnes Cooper excludes all liability for anything contained in this document and any use you make of it.

© McInnes Cooper, 2019. All rights reserved. McInnes Cooper owns the copyright in this document. You may reproduce and distribute this document in its entirety as long as you do not alter the form or the content and you give McInnes Cooper credit for it. You must obtain McInnes Cooper’s consent for any other form of reproduction or distribution. Email us at [email protected] to request our consent.

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    Amendments changing the early warning reporting system take effect on May 9, 2016, provided all necessary approvals are obtained (except in…

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    Publications
  • The New Nova Scotia Mineral Resources Act: The Good, The Risky & The Neutral

    Apr 21, 2016

    On April 15, 2016, Bill No. 149, The Mineral Resources Act (2016) (2016 Act), passed its second reading in the NS House of Assembly. Although…

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    Publications
  • From Watershed Decision to Watershed Law: Government Proposes Physician-Assisted Dying Law in Bill C-14 An Act to amend the Criminal Code and to make related amendments to other Acts (medical assistance in dying)

    Apr 15, 2016

    On April 14, 2016, Canada’s federal Justice Minister proposed legislation setting out the conditions that a person wishing to undergo…

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    Publications
  • The Small Business Deduction: Key Proposed Changes & Strategic Solutions

    Apr 12, 2016

    Federal Budget 2016 proposed to significantly reduce the benefit of and access to the Small Business Deduction. The Small Business Deduction…

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    Publications
  • Doing Business With the Public Sector: Key Confidentiality Risks & 3 Risk Management Strategies

    Mar 24, 2016

    When a business responds to a public sector Request for Proposal or Expression of Interest (both of which we’ll refer to as an RFP for these…

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    Publications
  • Construction Project Manager Sentenced to 3½ Years for Workplace Accident in R. v. Vadim Kazenelson (aka “Metron”)

    Mar 9, 2016

    In what appears to be the first case of the conviction of a front line supervisor under section 217.1 of the Criminal Code and sentencing to a…

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    Publications
  • 5 Key Changes Streamline Venture Issuer Obligations

    Jan 18, 2016

    Things have gotten a bit easier for venture issuers, such as those listed on the TSX Venture Exchange, with recent changes to their obligations.…

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    Publications
  • Tax Implications of Personal Services Businesses (PSB) Status & Strategies to Avoid It

    Oct 23, 2015

    Incorporation offers legal advantages to sole proprietors of small businesses, including certain tax advantages. However, when a corporation…

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    Publications
  • New Kid on the Block: Crowdfunding Joins Traditional Equity-Based Funding Options for Startups & SMEs

    Oct 19, 2015

    Access to sufficient capital to fund operations, research and development, and other costs is a key challenge for start-ups and for some small…

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    Publications
  • Beneficiary’s Purpose Matters: Invalidation of Bequest to Neo-Nazi Group as Against Public Policy Withstands Appeal in McCorkill v. Streed, Executor of the Estate of Harry Robert McCorkill (aka McCorkell), Deceased

    Jul 30, 2015

    Note: On June 9, 2016, the Supreme Court of Canada dismissed the National Alliance’s application for leave to appeal the New Brunswick Court…

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    Publications
  • 3 Reasons for Directors, Officers and Supervisors To Take Occupational Health and Safety Personally

    Jun 25, 2015

    Most people know that a company itself has OHS obligations, and that it risks corporate liability if it violates those obligations. However, not…

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    Publications
  • The Value of Hindsight – 3 Steps to Help Financial Advisors Avoid Client Claims and Complaints

    Mar 30, 2015

    Hindsight is 20/20. Lawyers can’t always predict the outcome of a legal claim. But when a dispute between an investment client and her…

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    Publications
  • Make Way for Women on Boards: 5 New Disclosure Obligations

    Mar 6, 2015

    Effective for the 2015 proxy season, all non-venture issuers reporting in nine Canadian Provinces and Territories must disclose the…

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    Publications
  • No More Criminalization of Physician-Assisted Dying: The Ripple Effects of A Watershed Decision in Carter v. Canada (Attorney General)

    Feb 9, 2015

    NOTE: On April 14, 2016, the federal government proposed legislation setting out the conditions that a person wishing to undergo…

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    Publications
  • 5 “Legal” Reasons Why Natural Resource Companies Should Care About Corporate Social Responsibility (CSR)

    Dec 10, 2014

    “Corporate Social Responsibility” (CSR) as a concept has been floating around in business-speak for years – but stakeholders in the mining…

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    Publications
  • Thou Shalt Not Lie: SCC Recognizes New Duty of Honesty in Contract Law in Bhasin v. Hrynew

    Nov 14, 2014

    On November 13, 2014, the Supreme Court of Canada (SCC) effected a significant development in Canadian contract law by recognizing the…

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    Publications
  • Complying With Canada’s Anti-Spam Legislation (CASL): Protecting Directors & Officers from Personal Liability

    Oct 14, 2014

    CASL’s anti-spam sections came into force on July 1, 2014. Every organization that CASL affects should now be complying with it – and their…

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    Publications
  • The Top 5 Corporate Governance Best Practices That Benefit Every Company

    Sep 16, 2014

    Many believe that only public companies or large, established companies with many shareholders need to be concerned about, or can benefit from,…

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    Publications
  • Canadian Treaty Shopping Proposal Shelved Pending Final OECD Recommendation, First To Be Released September 16

    Sep 11, 2014

    The Canadian federal government has been concerned for some time about “treaty shopping” by non-residents – the practice of non-residents…

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    Publications
  • Joining the Crowd – NS & NB Consider Crowdfunding

    Jun 11, 2014

    Note: For an update on Crowdfunding, read: New Kid on the Block – Crowdfunding Joins Traditional Equity-Based Funding Options for Start-ups…

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    Publications
  • Legal Update: Share Purchase Transactions – Tips For Lenders

    Apr 29, 2014

    Lenders are often faced with a situation where a customer (Borrower) approaches them for funds to complete an acquisition of the shares of a…

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    Publications
  • Legal Update: Risky Trading – Insiders and Potential M&A’s

    Nov 1, 2013

    Recent decisions of securities regulators and amendments to Canadian securities laws demonstrate regulators' lowered tolerance for insiders who…

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    Publications
  • General Security Agreements – Tips and Traps

    Aug 28, 2013

    A general security agreement (GSA) is the most common form of personal property security used in the Atlantic Provinces to secure commercial…

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    Publications
  • Franchise Questions: What do I need to know about moving into new markets?

    Jun 7, 2013

    In Franchise Canada’s Spring 2013 “Viewpoints” feature, McInnes Cooper franchise lawyer Michael Melvin answers this question for…

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    Publications
  • A Practical Analysis of “Material Fact”

    May 21, 2013

    In its April 2013 decision in Re Stan, the Alberta Securities Commission provides issuers with a practical approach to the assessment of both a…

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    Publications
  • A White Paper on Reforming Canada’s Transportation Policies For the 21st Century

    Feb 8, 2013

    While much of the developed world struggles with debt and chronically low growth, Canada, one of the best-performing members of the G-7,…

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    Publications
  • CSA Staff Notice 11-318: Guidance for Cease Trade Order Database Users

    Aug 27, 2012

    Introduction and Purpose Staff of the Canadian Securities Administrators (CSA Staff or we) are publishing this Staff Notice (the Notice) to…

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    Publications
  • Canadian Securities Administrators Adopt Rule For Over-The-Counter Issuers

    Jun 1, 2012

    Multilateral Instrument 51-105, Issuers Quoted in the U.S. Over-the-Counter Markets will come into effect on July 31, 2012. Once effective,…

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    Publications
  • Alert: Supreme Court of Canada Finds Proposed Canadian Securities Act Unconstitutional

    Dec 22, 2011

    On May 26, 2010, the Canadian federal government released the proposed Canadian Securities Act (the Act) which would, among other things, create…

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    Publications
  • Investor Readiness

    Nov 1, 2011

    Entrepreneurs need to be ready for due diligence, so it’s essential to involve legal advisors and accountants early in the process. Click…

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    Publications
  • Accounting Firms – Do they need to be registered as exempt market dealers

    Oct 6, 2011

    In 2009 Canadian securities regulators changed the rules relating to securities “registration” – these rules determine who is required to…

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    Publications
  • A Closer Look at the Regulations Under the New Brunswick Franchises Act

    Oct 1, 2010

    McInnes Cooper franchise lawyer Michael Melvin highlights some of the significant features of the Disclosure Documents Regulation and the…

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    Publications
  • What are electronic disclosure documents and why and how may they be used?

    May 31, 2010

    In Franchise Canada’s May/June 2010 “Ask A Legal Expert” feature, McInnes Cooper franchise lawyer Michael Melvin answers this question for…

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    Publications

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