By Anna Cook, Partner, Cox & Palmer (St. John's)
Recent changes to Newfoundland and Labrador’s Corporations Act result in the public disclosure of shareholders for the very first time
Until recently in this province, a company’s list of shareholders was not public information. In fact, shareholder listings have traditionally been treated as highly confidential and commercially sensitive information, and the only clue to who might be behind a company was the publicly available list of registered directors. This traditional approach has been changing across Canada in favour of corporate transparency in an effort to combat tax evasion, criminal money laundering, corruption, and the financing of international terrorism.
Newfoundland and Labrador is no exception. As of April 1, 2022, changes have come into effect that alter the concept of shareholder anonymity.
Recent amendments to the province’s Corporations Act mandate that all corporations create and maintain a registry of individuals who have “significant control” over the corporation. Referred to as the corporation’s ISC Registry, this registry tracks personal information about all individuals who, directly or indirectly, hold an ownership stake of 25 percent or greater in the corporation. This includes such details as address, date of birth, and tax jurisdiction. Depending on the corporation’s share structure, the detail required may be very simple or quite complex. For a corporation with a limited number of individual shareholders, the ISC Registry may be very similar to the share registry. In contrast, corporations with more complex shareholders, such as corporate shareholders, shares held by trusts, and beneficial shareholders, will have more significant work to do to comply with the ISC Registry requirements.
Although the corporation’s ISC Registry does not have to be publicly registered anywhere, it must be disclosed on request to parties external to the corporation, including regulatory authorities, securities regulators, law enforcement, other shareholders, and taxing authorities such as the CRA and creditors. Corporations must ensure that their ISC Registry is in place and up to date so that if information is requested, it can be provided to the appropriate authority without delay.
Although these amendments have not yet been subject to any judicial interpretation, it is generally expected that the disclosure and transparency obligations will be broadly interpreted and any exceptions to disclosure and transparency will be narrowly interpreted.
The penalties for non-compliance with these provisions are significant, with fines on conviction of up to $200,000 and/or six months in prison for directors and officers. Therefore, it is important for corporations to fully analyze their share structure and their ISC obligations. This means reviewing corporate records and seeking advice from the corporation’s legal team.
Anna Cook is a partner at Cox & Palmer, St. John’s, where her practice focuses primarily on corporate and commercial law. She has extensive experience acting for clients ranging from small-business start-ups to large multinational and international corporations and has advised businesses at every stage of the business cycle.
If you have questions about the changes to the Corporations Act and how they impact your corporation, please contact Anna at 709-570-5565 or acook@coxandpalmer.com.