In June 2022, the Commission of Inquiry into Money Laundering in British Columbia (BC)—led by the Honourable Austin F. Cullen as Commissioner—released its final report. The more than 1,800-page document included multiple recommended changes to legislation and law enforcement practices to help stymy money laundering in the Province.
In March 2023, one of those recommended changes was introduced in the BC legislation, via Bill 20. Among other aspects of the legislation, Bill 20 paves the way for a publicly accessible corporate registry for BC companies—both public and private.
This represents a fairly significant departure from the existing reporting requirements in the BC—the impacts of which could have far-reaching implications, from privacy concerns to tax investigations.
Previous Reporting Requirements
As of October 1, 2020, private companies in BC are required to maintain a “transparency register” of “significant individuals” who have direct or indirect control of the company or its shares (including a beneficial interest).
Information collected includes full legal names, addresses, dates of birth and citizenship. A transparency register is a specific document that only private companies incorporated in BC are required to maintain and is held in each company’s own records office.
Only current directors of the company, law enforcement and other specific inspecting officials have access to the transparency register—the public at large does not.
New Reporting Requirements
Introduced by the BC legislature on March 29, 2023, Bill 20, if enacted, it will amend the Business Corporations Act (the “Act“) such that private companies will be required to annually file information currently contained in their transparency register with the Registrar of Companies (the “Registrar“).
As a result, the detailed information described above would be—in addition to law enforcement and other specific inspecting officials—available to the public.
In addition, newly created “enforcement officers” would be given the power to inspect the Registrar and enter and search a location where the company’s records are kept for the purpose of determining compliance with the Act. Non-compliance may result in an administrative penalty of up to $25,000 for individuals and $50,000 for non-individuals.
But perhaps most significantly, the amendments would permit tax authorities to search the register for the purpose of administering or enforcing tax laws both domestically and abroad.
Bill 20 follows other shifts in policy towards transparency and information sharing by both provincial and federal governments—most notable the Land Owner Transparency Act (LOTA) in BC and the newly introduced Federal ownership registry.
While the official stance of the BC Minister of Finance is that Bill 20 will root out money launderers and crack down on illegal activity, the effects of these efforts remain to be seen. Others in the industry have also raised questions about the practical efficacy of investigation spanning so many overlapping jurisdictions and registries.
The Boughton team will continue to watch as these policies take shape through the various legislative steps.