task6_model_deployment/assets/C-42_4.txt

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First Session, Forty-fourth Parliament,
70-71 Elizabeth II – 1-2 Charles III, 2021-2022-2023
STATUTES OF CANADA 2023
CHAPTER 29
An Act to amend the Canada Business
Corporations Act and to make consequential
and related amendments to other Acts
ASSENTED TO
NOVEMBER 2, 2023
BILL C-42

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SUMMARY
This enactment amends the Canada Business Corporations Act
to, among other things,
(a) require the Director appointed under that Act to make
available to the public certain information on individuals with
significant control over a corporation;
(b) protect the information and identity of certain individuals;
(c) add, or broaden the application of, offences and provide
the Director with additional enforcement and compliance
powers; and
(d) add regulatory authority to prescribe further require-
ments in certain provisions.
It also makes consequential and related amendments to other
Acts.
Available on the House of Commons website at the following address:
www.ourcommons.ca
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70-71 ELIZABETH II – 1-2 CHARLES III
CHAPTER 29
An Act to amend the Canada Business Corporations
Act and to make consequential and related amend-
ments to other Acts
[Assented to 2nd November, 2023]
His Majesty, by and with the advice and consent
of the Senate and House of Commons of Canada,
enacts as follows:
R.S., c. C-44; 1994, c. 24, s. 1(F)
Canada Business Corporations
Act
2018, c. 27, s. 183
1 (1) Paragraph 21.1(1)(a) of the Canada Busi-
ness Corporations Act is replaced by the follow-
ing:
(a) for each individual with significant control,
(i) their name and date of birth,
(ii) their residential address, and
(iii) their address for service, if it has been provid-
ed to the corporation;
(a.1) the citizenship of each individual with signifi-
cant control;
2018, c. 27, s. 183
(2) Subsection 21.1(2) of the Act is replaced by the
following:
Updating of information
(2) The corporation shall, at the following times, take
reasonable steps to ensure that it has identified all indi-
viduals with significant control over the corporation and
that the information in the register is accurate, complete
and up-to-date:
(a) at least once during each financial year of the cor-
poration;
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(b) on the request of the Director; and
(c) at the times provided for in the regulations.
2022, c. 10, s. 431
2 (1) The portion of subsection 21.21(1) of the En-
glish version of the Act before paragraph (a) is
replaced by the following:
Sending of information to Director
21.21 (1) A corporation to which section 21.1 applies
shall send to the Director
2022, c. 10, s. 431
(2) Paragraphs 21.21(1)(a) and (b) of the Act are
replaced by the following:
(a) on an annual basis, the information determined by
the Director from among that in its register of individ-
uals with significant control over the corporation, in
the form and within the period that the Director fixes;
and
(b) the information determined by the Director from
among that recorded under subsection 21.1(3), within
15 days after the day on which it is recorded and in the
form that the Director fixes.
2022, c. 10, s. 431
(3) Subsection 21.21(2) of the Act is replaced by
the following:
Sending of information — certificates issued
(2) On or after the date shown on a certificate referred to
in section 8 or subsection 185(4) or 187(4), a corporation
to which section 21.1 applies shall send to the Director
the information determined by the Director from among
that referred to in paragraphs 21.1(1)(a) to (f), in the
form and within the period that the Director fixes.
(4) Section 21.21 of the Act is amended by adding
the following after subsection (3):
Offence
(4) A corporation that, without reasonable cause, contra-
venes subsection (1) or (2) is guilty of an offence and li-
able on summary conviction to a fine not exceed-
ing $100,000.
2018, c. 27, s. 183
3 Subsections 21.3(2) to (6) of the Act are re-
pealed.
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4 The Act is amended by adding the following be-
fore section 21.31:
Provision of information by Director
21.302 The Director may provide all or part of the infor-
mation received under section 21.21 to a provincial cor-
porate registry or a provincial government department or
agency that is responsible for corporate law in that
province.
Information available to public
21.303 (1) The Director shall make available to the
public the following information sent to the Director un-
der section 21.21 for each individual with significant con-
trol:
(a) their name;
(b) their address for service, if it has been provided to
the corporation;
(c) their residential address, if their address for ser-
vice has not been provided to the corporation;
(d) the 
information 
referred 
to 
in 
paragraphs
21.1(1)(c) and (d); and
(e) any other prescribed information.
Exception
(2) Subsection (1) does not apply in respect of an indi-
vidual who is less than 18 years of age or an individual to
whom prescribed circumstances apply.
Exemption on application
(3) If an individual with significant control or the corpo-
ration over which they have significant control applies to
the Director to have any information referred to in sub-
section (1) in relation to the individual not made avail-
able to the public, the Director may choose to not make it
available to the public, subject to any terms that the Di-
rector thinks fit,
(a) if the Director reasonably believes that making it
available presents or would present a serious threat to
the safety of the individual; or
(b) if the Director is satisfied that
(i) the individual is incapable,
(ii) the information is to be kept confidential under
subsection 27(8) of the Conflict of Interest Act or a
similar provision of an Act of the legislature of a
province, or
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(iii) prescribed circumstances apply to the individ-
ual.
2019, c. 29, s. 100
5 (1) Subsection 21.4(1) of the Act is replaced by
the following:
Offence
21.4 (1) Every director or officer of a corporation who
knowingly authorizes, permits or acquiesces in the con-
travention of subsection 21.1(1), 21.21(1) or (2), 21.3(1) or
21.31(1) by that corporation commits an offence, whether
or not the corporation has been prosecuted or convicted.
(2) Subsection 21.4(5) of the Act is replaced by the
following:
Penalty
(5) A person who commits an offence under any of sub-
sections (1) to (4) is liable on summary conviction to a
fine not exceeding one million dollars or to imprison-
ment for a term not exceeding five years, or to both.
2001, c. 14, s. 105(1)
6 (1) Subparagraph 212(1)(a)(iii) of the Act is re-
placed by the following:
(iii) is in default for a period of one year in sending
to the Director any fee or any notice, document or
other information required by this Act, or
2001, c. 14, s. 105(3)
(2) Subsection 212(3.1) of the Act is replaced by
the following:
Payment of incorporation fee or sending of
information
(3.1) Despite anything in this section, the Director may
dissolve a corporation by issuing a certificate of dissolu-
tion if the required fee for the issuance of a certificate of
incorporation has not been paid or if the corporation has
not complied with subsection 21.21(2).
7 Section 237 of the Act is replaced by the follow-
ing:
Inquiries
237 (1) The Director may make inquiries of any person
relating to compliance with this Act and may, as part of
any inquiry, require the person to provide any records or
other documents or information.
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Response
(2) A person shall respond to any inquiry made under
subsection (1).
2001, c. 14, s. 124; 2018, c. 8, s. 36(1)
8 (1) The portion of section 258.1 of the Act before
paragraph (b) is replaced by the following:
Content and form of documents
258.1 The Director may establish the requirements for
the content and fix the form, including electronic or oth-
er forms, of notices, documents or other information sent
to or issued by the Director under this Act and, in so do-
ing, the Director may specify, among other things,
(a) the notices, documents or other information that
may be transmitted in electronic or other form;
2018, c. 8, ss. 36(2) and (3)(E)
(2) Paragraphs 258.1(b) and (c) of the English ver-
sion of the Act are replaced by the following:
(b) the persons or classes of persons who may sign or
transmit the notices, documents or other information;
(c) the manner of signing, whether electronic or oth-
erwise, or the actions that are to have the same effect
as their signature; and
2018, c. 8, s. 36(4)(F)
(3) Paragraph 258.1(d) of the Act is replaced by
the following:
(d) the time and circumstances when electronic no-
tices, documents or other information are to be con-
sidered to be sent or received, and the place where
they are considered to have been sent or received.
2001, c. 14, s. 135 (Sch., s. 85)(E)
9 Subsection 259(1) of the Act is replaced by the
following:
Proof required by Director
259 (1) The Director may require that a document or a
fact stated in a document or in any information required
by this Act or the regulations to be sent to the Director
shall be verified in accordance with subsection (2).
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2018, c. 8, s. 38(2)
10 Paragraph 261(1)(b) of the Act is replaced by
the following:
(a.2) prescribing what constitutes
(i) for the purposes of paragraph 2.1(1)(b), direct
influence, indirect influence or control in fact, and
(ii) for the purposes of paragraph 21.31(3)(c), direct
influence or indirect influence;
(b) requiring the payment of a fee in respect of the re-
ceipt, examination, filing, issuance or copying of any
document or other information, or in respect of any
action that the Director is required or authorized to
take under this Act, and prescribing the amount of the
fee or the manner of determining the fee;
2018, c. 8, s. 39
11 Section 261.1 of the Act is replaced by the fol-
lowing:
Payment of fees
261.1 A fee in respect of the receipt or copying of any
document or other information shall be paid to the Di-
rector when it is received or copied, and a fee in respect
of the examination, filing or issuance of any document or
other information or in respect of any action that the Di-
rector is required or authorized to take shall be paid to
the Director before the document or other information is
examined, filed or issued or the action is taken.
2018, c. 8, s. 42
12 Section 262.2 of the Act is replaced by the fol-
lowing:
Publication
262.2 The Director must publish, in a publication gener-
ally available to the public, a notice of any decision made
by the Director granting an application made under sub-
section 2(6), 10(2), 21.303(3), 82(3) or 151(1), section 156
or subsection 171(2) or 187(11).
2001, c. 14, s. 129
13 (1) Paragraph 263.1(1)(a) of the Act is replaced
by the following:
(a) has sent to the Director a document or other infor-
mation required to be sent under this Act;
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2001, c. 14, s. 129
(2) Subsection 263.1(2) of the Act is replaced by
the following:
Director may refuse to issue certificate of existence
(2) For greater certainty, the Director may refuse to issue
a certificate described in paragraph (1)(c) if the Director
has knowledge that the corporation is in default of send-
ing a document or other information required to be sent
under this Act or is in default of paying a required fee.
2018, c. 8, s. 44
14 Subsection 266(1) of the Act is replaced by the
following:
Examination
266 (1) A person who has paid the required fee is enti-
tled during usual business hours to examine and make
copies of or take extracts from a document or other infor-
mation — except an application referred to in subsection
21.303(3) and any related document and a report sent to
the Director under subsection 230(2) — that is required
to be sent to the Director under this Act or that was re-
quired to be sent to a person performing a similar func-
tion under prior legislation.
15 The Act is amended by adding the following
after section 266:
Information not to be made available
266.1 (1) The Director shall not make available any in-
formation that could reasonably be expected to reveal the
identity of a person who, on their own initiative, provides
information relating to the commission or potential com-
mission of a wrongdoing, or any information provided by
the person in relation to the commission or potential
commission, unless the person providing the information
consents to its being made available.
Exception — investigations
(2) Despite subsection (1), the Director may provide in-
formation referred to in that subsection to an investiga-
tive body referred to in subsection 21.31(2), the Financial
Transactions and Reports Analysis Centre of Canada or
any prescribed entity.
Definition of wrongdoing
(3) In this section, wrongdoing includes
(a) a contravention of any provision of this Act or the
regulations;
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(b) the formation of a corporation for a fraudulent or
unlawful purpose; or
(c) any fraudulent or dishonest actions of persons
concerned with the formation, business or affairs of a
corporation.
Consequential and Related
Amendments
R.S., c. A-1
Access to Information Act
16 Schedule II to the Access to Information Act
is amended by adding, in alphabetical order, a
reference to
Canada Business Corporations Act
Loi canadienne sur les sociétés par actions
and a corresponding reference to “subsection
266.1(1)”.
R.S., c. 1 (5th Supp.)
Income Tax Act
17 Subsection 241(4) of the Income Tax Act is
amended by striking out “or” at the end of para-
graph (s), by adding “or” at the end of paragraph
(t) and by adding the following after paragraph
(t):
(u) provide to an official of the Department of Indus-
try, solely for the purpose of verifying and validating
the data required to be sent under section 21.21 of the
Canada Business Corporations Act in respect of a pri-
vate corporation (in this paragraph referred to as the
“particular corporation”), the following information:
(i) for each corporation (in this paragraph referred
to as the “subject corporation”) that is related to or
associated with the particular corporation in a taxa-
tion year,
(A) the name of the subject corporation,
(B) the jurisdiction of residence of the subject
corporation,
(C) the business number of the subject corpora-
tion,
(D) the relationship between the particular cor-
poration and the subject corporation,
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(E) the number of shares of each class of the
capital stock of the subject corporation that are
owned by the particular corporation, and
(F) the percentage of all the issued and out-
standing shares of each class of the capital stock
of the subject corporation that are owned by the
particular corporation,
(ii) for each shareholder that holds at least 10% of
any class of the capital stock of the particular cor-
poration in a taxation year,
(A) the name of the shareholder,
(B) whether the shareholder is a corporation,
partnership, individual or trust,
(C) as the case may be, the shareholder’s
(I) business number,
(II) partnership account number,
(III) social insurance number, or
(IV) trust account number, and
(D) the percentage of all the issued and out-
standing shares of each class of the capital stock
of the particular corporation that are owned by
the shareholder, and
(iii) the taxation year to which the information de-
scribed in subparagraphs (i) and (ii) relates.
2000, c. 17; 2001, c. 41, s. 48
Proceeds of Crime (Money
Laundering) and Terrorist Financing
Act
2017, c. 20, s. 434
18 Paragraph 73(1)(c) of the Proceeds of Crime
(Money Laundering) and Terrorist Financing
Act is replaced by the following:
(c) respecting the verification of the identity of per-
sons and entities referred to in section 6.1 and requir-
ing the reporting to government institutions or agen-
cies of any discrepancies in information on the
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beneficial ownership or control of an entity arising out
of that verification;
2022, c. 10
Budget Implementation Act, 2022,
No. 1
19 Section 434 of the Budget Implementation
Act, 2022, No. 1 is repealed.
Coordinating Amendment
2022, c. 10
20 On the first day on which both section 433 of
the Budget Implementation Act, 2022, No. 1 and
section 14 of this Act are in force, section 266 of
the Canada Business Corporations Act is re-
placed by the following:
Examination
266 (1) A person who has paid the required fee is enti-
tled during usual business hours to examine and make
copies of or take extracts from a document or other infor-
mation — except any information sent under section
21.21, an application referred to in subsection 21.303(3)
and any related document and a report sent to the Direc-
tor under subsection 230(2) — that is required to be sent
to the Director under this Act or that was required to be
sent to a person performing a similar function under pri-
or legislation.
Copies or extracts
(2) The Director shall, on request, provide any person
with a copy, extract, certified copy or certified extract of a
document that may be examined under subsection (1).
Coming into Force
Order in council
21 (1) Subject to subsections (2) and (3), the pro-
visions of this Act, other than section 20, come in-
to force on a day or days to be fixed by order of
the Governor in Council, but that day or those
days must not be before the day on which section
1 comes into force.
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Order in council
(2) Sections 1 and 19 come into force on a day or
days to be fixed by order of the Governor in
Council.
Order in council
(3) Sections 2, 4 to 6 and 17 come into force on a
day to be fixed by order of the Governor in Coun-
cil, but that day must not be before the day on
which section 431 of the Budget Implementation
Act, 2022, No. 1 comes into force.
Published under authority of the Speaker of the House of Commons
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consequential and related amendments to other Acts
Coming into Force
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Available on the House of Commons website
Disponible sur le site Web de la Chambre des com