Preparing and Maintaining the Transparency Register Considered Legal Services

Effective October 1, 2020, amendments to the Business Corporations Act (BC) require private businesses in B.C. to keep and maintain transparency records of beneficial owners, including individuals who have direct or indirect control of the company or its shares.  Information to be collected includes full legal name, date of birth, citizenship and last known address.

Transparency Register Considered a Corporate Record

The transparency register can be considered a corporate record and members are reminded that the performance of legal services, such as advice in “preparing and maintaining corporate records”*, is restricted to those authorized or licensed to practice law.

If the corporation currently uses a law firm to maintain their company’s minute book and to act as their company records office, they can contact their lawyer with any questions about the new requirements. 

If the corporation does not already have a legal professional who can assist them and uses the CPA practitioner as their company record office, then the practitioner can refer their client to a legal professional to assist in the preparation and maintenance of the transparency register. 

Amendments to the Business Corporations Act

The amendments to the Business Corporations Act (BC) also establishes a number of new offences relating to non-compliance in regard to ‎transparency register matters that apply to ‎companies, their shareholders, directors, officers and persons ‎who act as their records offices.

A transparency register is specific only to private companies incorporated in B.C. and is to be held in each company’s own records office.  At present, the public will not have access to the transparency register. Only current directors of the company, law enforcement and specific inspecting officials will have access, subject to certain rules.

These changes flow from the B.C. government’s commitments under an agreement made in December 2017 among ‎Canada’s provincial and federal Finance Ministers to combat money laundering and terrorist financing.

For more information, visit the following links;  

• Background information about the changes to the Business Corporations Act (BC); and
  https://www2.gov.bc.ca/gov/content/employment-business/business/bc-companies/bearer-share-certificate-transparency-register

• Further information and resources specific to creating and maintaining the Transparency Register.   
  https://www2.gov.bc.ca/gov/content/employment-business/business/bc-companies/bearer-share-certificate-transparency-register/transparency-register

For more information, contact ProfessionalAdvisory@bccpa.ca. 

* https://www.lawsociety.bc.ca/custodianships-unauthorized-practice/unauthorized-practice-of-law/what-is-unauthorized-practice-of-law/