Transparency Register Update: Significant Individual - Indirect Control

On September 17, 2020, the provincial government further amended proposed changes to the Business Corporation Act (BCA). Unchanged, the BCA would have applied to private equity, venture capital and other investment funds – almost all of which are organized as limited partnerships- and included individuals who did not control B.C. companies but may have held an interest in one through a limited partnerships.

In order to address this, the B.C. government amended B.C. Reg 77/2020 to replace the partnership rule in section 51(1)(b) from:

(b) a person controls a partnership if the person is a partner in the partnership

to:

(b) a person controls a partnership if the person

(i) is a partner, other than a limited partner, in the partnership, or

(ii) is a limited partner who

(A) is entitled to at least 25% of the profits of the partnership,

(B) is entitled to at least 25% of the assets of the partnership on windup,

(C) has at least 25% of the votes in partnership management, or

(D) has the right to appoint or remove the majority of the partnership’s management

As a result of this change, disclosure of all limited partners is no longer required. Now, a limited partner must be included on the transparency register only if they meet one of the criteria above.

Amendments to the BCA establishing transparency register requirements take effect on October 1, 2020.

For more information about this change and the transparency register generally please see the provincial government’s website.