Skip to content

Beneficial ownership, corporate transparency and other updates affecting Newfoundland and Labrador corporations

Sarah Byrne and Tauna Staniland, QC

On November 16, 2021, the Government of Newfoundland and Labrador proclaimed into force Bill 24, which amends the Corporations Act, RSNL 1990, c C-36 (the “Act”). The amendments remove the residency requirements for directors and increase the transparency of beneficial ownership of corporations by placing additional record keeping requirements upon privately held Newfoundland and Labrador corporations.

With respect to the amendments to increase transparency of beneficial ownership, all corporations formed under the Act, aside from public corporations, are now required to maintain a register of individuals with significant control (“ISC Register”) which must be updated at least annually.

An “individual with significant control” over a corporation includes individuals who:

  1. directly or indirectly hold or control a significant number of shares; or
  2. have direct or indirect control or direction over a significant number of shares of the corporation, that, if exercised, would result in control in fact of the corporation.

Under the Act, a “significant number of shares” means (1) shares that carry 25% or more of the voting rights attached to all of the corporation’s outstanding voting shares; or (2) shares that represent 25% or more of all of the corporation’s outstanding shares as measured by fair market value.

The register must contain the following information about every individual with significant control:

  1. full name, date of birth and last known address;
  2. the jurisdiction of residence for tax purposes;
  3. the day they became, or ceased to be, an individual with significant control;
  4. a description of how each individual has significant control over the corporation;
  5. a description of each step taken to ensure the information is accurate; and
  6. any other prescribed information.

At least once during each financial year, a corporation must take reasonable steps to ensure that it has identified all individuals with significant control, and ensure that the information in the register is accurate, complete and up to date.

Non-compliance can result in fines of up to $200,000, imprisonment up to six months, or both, for directors, officers or shareholders. Corporations may be fined up to $5,000 for failing to maintain a register or for failing to comply with a request for information from an investigative body.

If you would like our assistance in complying with these legislative changes and preparing your ISC Register, or if you have any questions about the new disclosure requirements, please contact us at compliance@stewartmckelvey.com. If you do not respond to this communication we will assume that you are handling compliance internally.


This client update is provided for general information only and does not constitute legal advice. If you have any questions about the above, please contact a member of our Corporate Formation/Reorganization group.

 

Click here to subscribe to Stewart McKelvey Thought Leadership.

SHARE

Archive

Search Archive


 
 

Immediate changes to travel eligibility for citizens of Mexico

February 29, 2024

By Brittany Trafford and Brendan Sheridan Today Immigration, Refugees and Citizenship Canada (“IRCC”) has announced significant changes to the travel requirements for Mexican citizens. As of February 29, 2024 at 11:30p.m. Eastern Time, all electronic…

Read More

Updated guidance on business reporting obligations under Canada’s supply chain transparency legislation

February 23, 2024

By Christine Pound, ICD.D., Twila Reid, ICD.D., Sarah Dever Letson, CIPP/C, Hilary Newman and Daniel Roth Introduction As we reported on November 30, 2023, the Fighting Against Forced Labour and Child Labour in Supply Chains…

Read More

Trustees beware! New trust reporting and disclosure requirements under the Income Tax Act are here – are you ready for them?

February 21, 2024

By Richard Niedermayer, K.C., TEP  & Rackelle Awad New trust disclosure rules originally announced on February 27, 2018, are now in force, and trusts with taxation years ending on or after December 31, 2023 are…

Read More

Proposed Criminal Interest Rate Regulations: exemptions to the lower criminal interest rate

February 14, 2024

By David Wedlake and Andrew Paul In late December 2023, the Federal Government issued draft Criminal Interest Rate Regulations under the Criminal Code. These proposed regulations follow the Budget Implementation Act, 2023, No. 1 which…

Read More

Outlook for 2024 Proxy Season

February 9, 2024

By Andrew Burke, Colleen Keyes, Gavin Stuttard, David Slipp and Logan Walters With proxy season on the horizon, many public companies are once again preparing their annual disclosure documents and shareholder materials for their annual…

Read More

Significant changes announced for new study permit applications

February 6, 2024

By Brendan Sheridan and Tiegan Scott The Government of Canada recently announced further changes to the international student program that not only limits the number of new study permit applicants per year, but also increases…

Read More

Plans of arrangement come to Newfoundland and Labrador

January 30, 2024

By Tauna Staniland, K.C., ICD.D, Joe Thorne, and Nadine Otten What can you do when your corporation wants to complete a complex transaction requiring significant corporate restructuring that cannot be easily completed under the corporation’s…

Read More

Energy Watch

January 29, 2024

Stewart McKelvey is pleased to present Energy Watch – a review of key legislative and policy advancements in the renewable energy sector in 2023 in each of Newfoundland and Labrador, Nova Scotia and New Brunswick…

Read More

Beyond the border: A year end immigration wrap-up

December 21, 2023

We are pleased to present Beyond the border: A year end immigration wrap-up. Compiled by Lawyers from our Immigration team, this 2023 update covers topics including the Government of Canada’s ambitious immigration plans for the future;…

Read More

Land use planning in Prince Edward Island – the year in review

December 21, 2023

By Perlene Morrison, K.C., Hilary Newman & Curtis Doyle Once again, the time has come to review the year that was and to chart the course for the year ahead. For municipalities and planning professionals…

Read More

Search Archive


Scroll To Top