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Upcoming Changes to the BC Business Corporation Act – Beneficial Ownership Disclosure Requirements for BC Private Companies

Later in 2026, under Bill 20-2023 – Business Corporations Amendment Act, 2023 (the “Amendment”), the BC Government will amend the BC Business Corporation Act (“BCBCA”) to create a public beneficial ownership registry (the “Beneficial Corporate Registry”) for BC private companies – similar to the Land Owner Transparency Registry, which covers land ownership.

This will require private companies to disclose details about “significant individuals” with the Beneficial Corporate Registry online annually.

The Beneficial Corporate Registry will provide information about certain shareholders of a private company and is intended to eliminate hidden ownership, mitigate tax evasion, and increase corporate accountability, as it requires subject companies to create and maintain information about the beneficial (true) owners of their shares in order to enhance transparency and combat money laundering.

Purpose of the Amendment

The Amendment is in line with the recommendations from the final report from the Commission of Inquiry into Money Laundering in BC (the “Cullen Report”), which highlighted the necessity of public corporate transparency to end hidden ownership in private business and align with anti-money laundering efforts.

Current Corporate Transparency Requirements

Pursuant to section 119.11 of the BCBCA, as of October 1, 2020, BC private companies were mandated to prepare and maintain a transparency register (the “Transparency Register”) containing information about “significant individuals,” where significant individuals meant individuals who, alone or jointly with others:

  • Directly or indirectly own or control at least 25% of the company’s shares or voting rights; or
  • Can directly, indirectly or with the exercise of “direct and significant influence”, appoint or remove a majority of the directors of the company.

The Transparency Register is held in each company’s own records office.

The information on the significant individual that must be disclosed in the Transparency Register includes:

  • Full name, date of birth, and address;
  • Citizenship status/Permanent Residency (“PR”) status;
  • Tax Residency status;
  • Date when the individual became or ceased to be a significant individual; and
  • A description of how an individual is a significant individual.

The Transparency Register document is only made available to current directors of a company, law enforcement and certain regulatory authorities. The public does not have access to the Transparency Register.

Beneficial Corporate Registry

Consistent with the Cullen Report’s recommendations about providing increased access to beneficial ownership information, the Amendment creates the Beneficial Corporate Registry, which will contain the following:

  • The information of the Transparency Register;
  • The social insurance numbers of significant individuals;
  • If any, the tax number assigned by the CRA of significant individuals; and
  • If applicable, a statement setting out if the individual is incapable of managing their own affairs.

The Beneficial Corporate Registry will follow similar privacy practices as the Land Owner Transparency Registry and select only information that will be available to the public.

The B.C. government has indicated that they are working with the federal government and other provinces and territories to build an integrated system of corporate ownership information across Canada.

Important Timelines

The Amendment has passed the third reading without amendment, and the substantive provisions will come into force by regulation of the Lieutenant Governor in Council later in 2026.

Once the Amendment is in force, a BC private company must file the required information under the Beneficial Corporate Registry:

  • Within six months after a BC Private Company is incorporated, amalgamated, restored, or continued in BC;
  • Within 15 days of the company being aware of any changes to their information; and
  • Annually within the prescribed period.

What Happens If You Do Not Comply?

The Amendment also introduces enforcement officers who may inspect, remove and copy records, obtain warrants and enter private residences to inspect company records along with demand information to determine if the company records meet the Beneficial Corporate Registry requirements.

Failing to comply with the Beneficial Corporate Registry rules is an offense under the BCBCA and the person can face penalties of up to $25,000 if they are an individual or up to $50,000 if they are an entity other than an individual.

How Can We Help?

As the Amendment will be taking effect later this year, it is important that BC private companies review the Beneficial Corporate Registry rules and review and update their Transparency Register information to ensure that they are ready to comply with the new filing requirements in order to avoid penalties.

At Wilson Rasmussen LLP, our experienced corporate lawyers are here to help you navigate these changes. Please contact us if you need assistance with reviewing or preparing a Transparency Register and ensure your private company is in compliance with the Amendment.

The foregoing provides only an overview and does not constitute legal advice. Readers are cautioned against making any decisions based on this material alone. Rather, specific legal advice should be obtained.

By Douglas Zorrilla, Jatinder Gill, and Gurpreet Rai