Startup and video game law, from a Canadian and U.S. perspective
New Filing Requirements for Canadian Federal Corporations – Individuals with Significant Control (ISCs)
Starting January 22, 2024, all federal corporations created under the Canada Business Corporations Act (CBCA) are required to file information regarding individuals with significant control (ISCs) with Corporations Canada.
1. Who is an ISC?
According to the CBCA, an ISC is an individual (see: human person) that:
- owns, controls or directs 25% or more of the shares of a corporation individually, jointly or in convert with one or more individuals;
- has control over the corporation without owning any shares; or
- meets a combination of any of the above two factors.
If a corporation’s shareholder is an entity (for example, a corporation, partnership, or trust), the individual(s) in control of such entity must be identified as ISCs.
Additionally, if multiple family members jointly own more than 25% of the shares of a corporation and one family member has sufficient influence over the other family members, such influential individual may be considered an ISC.
2. What information will be filed?
The following information regarding ISCs must be filed with Corporations Canada:
Information that will be made public:
- full legal name;
- date on which the individual became an ISC;
- description of the ISC’s significant control; and
- mailing address.
Information that will not be made public:
- date of birth;
- country of citizenship;
- country of tax residency; and
- residential address.
If an ISC is less than 18 years of age, information will not be made publicly available until such individual turns 18 years old.
You may file an application to not make the information about an ISC public if:
- making the information publicly available presents or would present a serious threat to the safety of the individual;
- the ISC is declared incapable either by court or under provincial or territorial laws; or
- making the information publicly available would go against the Conflict of Interest Act or a similar legislation of a province or territory.
3. Who is excluded from the ISC filing requirements?
Most federal corporations are required to comply with the new filing requirements, however, the following corporations are excluded:
- non-federal corporations (for example, a corporation incorporated under a province’s corporations act);
- a reporting issuer under provincial securities legislation or a wholly-owned subsidiary of a reporting issuer;
- a public corporation that trades its securities on a stock exchange designated by the Income Tax Act or a wholly-owned subsidiary of such a corporation; or
- a crown corporation or a wholly-owned subsidiary of a crown corporation.
4. What does this mean for you?
If your corporation is federally incorporated and not exempt from the filing requirements, failure to maintain and file the ISC information may result in directors or officers facing penalties up to $1,000,000 or possible imprisonment, as well as potential fines to the corporation of up to $1,000,000 and involuntary dissolution.
Please reach out to the Voyer Law team to discuss your annual filing requirements and to maintain your corporation in good standing.