Canada Business Corporations Act

Marginal note:Register

• 21.1 (1) The corporation shall prepare and maintain, at its registered office or at any other place in Canada designated by the directors, a register of individuals with significant control over the corporation that contains

  • (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 provided to the corporation;

  • (a.1) the citizenship of each individual with significant control;

  • (b) the jurisdiction of residence for tax purposes of each individual with significant control;

  • (c) the day on which each individual became or ceased to be an individual with significant control, as the case may be;

  • (d) a description of how each individual is an individual with significant control over the corporation, including, as applicable, a description of their interests and rights in respect of shares of the corporation;

  • (e) any other prescribed information; and

  • (f) a description of each step taken in accordance with subsection (2).

• Marginal note:Updating of information

  (2) The corporation shall, at the following times, take reasonable steps to ensure that it has identified all individuals 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 corporation;

  • (b) on the request of the Director; and

  • (c) at the times provided for in the regulations.

• Marginal note:Recording of information

  (3) If the corporation becomes aware of any information referred to in paragraphs (1)(a) to (e) as a result of steps taken in accordance with subsection (2) or through any other means, the corporation shall record that information in the register within 15 days of becoming aware of it.

• Marginal note:Information from shareholders

  (4) If the corporation requests information referred to in any of paragraphs (1)(a) to (e) from one of its shareholders, the shareholder shall, to the best of their knowledge, reply accurately and completely as soon as feasible.

• Marginal note:Disposal of personal information

  (5) Within one year after the sixth anniversary of the day on which an individual ceases to be an individual with significant control over the corporation, the corporation shall — subject to any other Act of Parliament and to any Act of the legislature of a province that provides for a longer retention period — dispose of any of that individual’s personal information, as defined in subsection 2(1) of the Personal Information Protection and Electronic Documents Act, that is recorded in the register.

• Marginal note:Offence

  (6) A corporation that, without reasonable cause, contravenes this section is guilty of an offence and liable on summary conviction to a fine not exceeding $100,000.

• Marginal note:Non-application

  (7) This section does not apply to a corporation

  • (a) that is a reporting issuer or an émetteur assujetti under an Act of the legislature of a province relating to the regulation of securities;

  • (b) any of the securities of which are listed and posted for trading on a designated stock exchange, as defined in subsection 248(1) of the Income Tax Act; or

  • (c) that is a member of a prescribed class.