How to Create the Transparency Register

To create the transparency register for your company, you must determine who are the significant individual(s) of your company. Below is some 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: 

  1. the central securities register and 
  2. 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, you will need to contact them 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

Depending on the structure of your company, you may find it challenging to establish your register. Many private B.C. companies have straightforward legal structures. It is expected that many private B.C. companies are “owner-managed” companies. A typical owner-managed company has only a couple of shareholders (often just one), 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) and the family. If your company is owner-managed, then your transparency register responsibility will be satisfied when you list yourself and your other owners. 
 
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.