Transparency Register Questions
Is it easy to complete the transparency register?
Most companies will find this process straightforward, as most private companies in BC are family run and control of the company will be easily identified. Most companies will be able to complete their transparency register without professional assistance. Find more information on how to complete the transparency register.
Where does a company send the transparency register to when it is completed?
There is no requirement to send the transparency register anywhere. The transparency register is a document that will be kept in the company’s records office.
Can individuals list their business addresses on the transparency register as opposed to their home addresses?
Yes. As long as the address listed in the transparency register is one where the individual can be reached when required.
Note: This is the same address that must be listed for shareholders in the central securities register.
Do minor beneficiaries of trusts have to be listed in the transparency register?
Yes. Any natural person identified as being a significant individual must be listed in the transparency register.
In the transparency register, do I need to list all the ways a significant individual meets the tests (e.g. having over 25% of votes, and over 25% of shares, and by being an associate of others who also own shares)?
You are only required to list one reason an individual is considered to be a significant individual.
A society (or other non-share corporation) is a shareholder of my company. How do I identify the significant individual(s)?
If a non-share capital corporation (such as a society or other not-for-profit corporation) holds shares of a B.C. private company, then the rules of indirect control will need to be applied to determine if any person controls the society or not-for-profit corporation. Since voting is based on one member one vote, the likelihood that a single member or group of members acting in concert has enough votes to replace a majority of the directors of the society or not-for-profit corporation is very small. If no person or group acting in concert has such a power, then no individual has indirect control of the shares of the B.C. private company and no one is listed.
However, societies and not-for-profit corporations have the ability to split members into voting and non-voting classes. If the pool of voting members is small, it may be possible for situations in which one individual or a small group of individuals acting in concert do in fact control that society or not-for-profit corporation. When that is the case, only those controlling members of the society or not-for-profit corporation will need to be listed as significant individuals of the BC company via the rules of indirect control.
When does an individual become a significant individual – the date they acquired the interest or October 1, 2020 when the legislation comes into force?
If the individual is a significant individual as of October 1, 2020, you must list the date they acquired that interest even if it occurred prior to October 1, 2020.
Do I have to list individuals that ceased to be significant individuals before October 1, 2020?
No. Only individuals that are considered significant individuals on or after October 1, 2020 must be listed on the transparency register.
At our law office, the lawyers act as first incorporators of the company when setting one up for clients. Once all the set up is complete, the lawyer immediately transfers all shares to client(s). Do they need to be listed as a significant individual for six years even though their shares were immediately transferred to the client?
If a lawyer creates a company for a client and is the incorporator1 solely to finalize the incorporation of the company, they are not required to be listed on the transparency register, as long as the shares are immediately transferred into the name of their client upon the completion of the incorporation process.
The above exception does not apply to situations where lawyers have created shelf companies (pre-registered companies with no assets or liabilities and no history of conducting business that are created to be sold to a future owner). Shareholders of shelf companies, including incorporating lawyers who take shares, will need to be listed as significant individuals if they meet the criteria.
1 Incorporator “means each person who, before an incorporation application is submitted to the registrar for filing, signs the incorporation agreement respecting the company under section 10”.
Do the interests of beneficiaries get split when calculating whether they should be listed as significant individuals?
No. If there are two or more beneficiaries of a trust that holds 25% or more of the shares of a company, their interests are not split. All beneficiaries are listed so long as the trustee holds at least 25% of the shares.