To create the transparency register for your company, you must first identify the significant individual(s) of your company. Below is guidance to help you comply with identifying significant individuals. Note: the legislation is the true source of defining significant individuals.
There are two corporate records of your company to start your search with:
- the central securities register, and
- the articles of the company
When examining the central securities register and articles of the company specifically look for individuals who have:
- direct or indirect interests in a significant number of shares of the company (25% of shares or 25% of votes), or
- rights to elect, appoint or remove a majority of the directors of the company
Also look for individuals who are related to one another or appear to be acting in concert – their interests or rights must be added together.
Central Securities Register
All B.C. companies are required to have a central securities register. If your company does not have one, you will need to create one. Please consult
section 111 of the
Business Corporations Act for the requirements.
Articles
All B.C. companies are required to have articles that set out the internal governance rules of the company. If your company does not have articles, you will need to create them. Please consult
section 12 of the
Business Corporations Act for the requirements.
Note that sometimes shareholders may enter into other agreements that create rights or restrictions related to votes or shares (e.g., a shareholders’ agreement). If this is the case with your company, you will need to consult these documents in addition to the central securities register and the articles.
If the central securities register or the articles indicate that another corporation, partnership, trust, agent or personal or other legal representative is the shareholder or rightsholder, the rules of
indirect control apply and you will need to contact the entity to determine if it is controlled by any individual.
Once you have determined that someone is a significant individual, you must contact that person and request the required information from them. The significant individual is required to provide this information.
If the significant individual does not provide the information when requested, provide as much information as you can in the transparency register and include the steps you took to get the information.
How to get started
Many private B.C. companies have straightforward legal structures such as “owner-managed” companies. A typical owner-managed company has one or two shareholders, who run the day-to-day operations of the business. Family-run companies also fit into this category with the members of the family being the shareholders.
In most cases of owner-managed or family-run companies, the significant individuals are the owner-manager(s) or the family members. If your company is owner-managed, then your transparency register responsibility will be satisfied when you list yourself and any other shareholders, if applicable.
It may be challenging if your company has a more complex structure.
Filing instructions
The transparency register should be kept at the company’s records office with its other corporate records (i.e., central securities register, the articles and various meeting minutes). There is no requirement to file the transparency register with government.
Sample templates
You can use or view sample templates of what this type of transparency register should look like.
View a sample questionnaire template to shareholder or significant individual.
Last updated on January 12, 2021