Definitions

119.1   In this Part:

"inspecting official" means an individual who is authorized to conduct an inspection of the transparency register under section 119.7, 119.71 or 119.8;

"permanent resident" has the same meaning as in the Immigration and Refugee Protection Act (Canada);

"person who maintains the records office" in respect of a private company includes a private company that maintains its own records office;

"private company" means a company that is not

(a) a reporting issuer,

(b) a reporting issuer equivalent,

(c) listed on a designated stock exchange within the meaning of section 248 (1) of the Income Tax Act (Canada), or

(d) within a prescribed class of companies;

"regulator" means any of the following:

(a) the British Columbia Securities Commission continued under the Securities Act;

(b) the BC Financial Services Authority established under section 2 of the Financial Services Authority Act;

(c) the Financial Transactions and Reports Analysis Centre of Canada established under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada);

(d) the Law Society of British Columbia;

(e) a prescribed public officer, corporation, agency or other entity whose authority to regulate is based on a law of British Columbia or Canada;

"taxing authority" means the portion of the government of British Columbia or Canada responsible for administering or enforcing

(a) a law of British Columbia or Canada that provides for the imposition or collection of a tax, royalty or duty, or

(b) a prescribed law of British Columbia or Canada that is related to a law referred to in paragraph (a).

Significant individual

119.11   (1) In this section, "significant number of shares", in respect of a private company, means either of the following:

(a) 25% or more of the issued shares of the company;

(b) issued shares of the company that carry 25% or more of the rights to vote at general meetings.

(2) Subject to any prescribed class of exclusions, an individual is a significant individual in respect of a private company if any of the following apply:

(a) the individual has any of the following interests or rights, or any combination of them, in a significant number of shares of the private company:

(i) an interest as a registered owner of one or more of the company's shares;

(ii) an interest as a beneficial owner of one or more of the company's shares, other than an interest that is contingent on the death of another individual;

(iii) indirect control, within the meaning of the regulations, of one or more of the company's shares;

(b) the individual has any of the following rights or abilities, or any combination of them, that, if exercised, would result in the election, appointment or removal of the majority of the directors of the private company:

(i) the right to elect, appoint or remove one or more of the company's directors;

(ii) indirect control, within the meaning of the regulations, of the right to elect, appoint or remove one or more of the company's directors;

(iii) the ability to exercise direct and significant influence over an individual who has the right or indirect control described in subparagraph (i) or (ii);

(c) the individual has a prescribed interest, right or ability in relation to the private company, or a prescribed criterion or circumstance applies to the individual in relation to the private company.

(3) If an interest or right referred to in subsection (2) in respect of a private company is held jointly by 2 or more individuals, each individual is a significant individual in respect of the company.

(4) When 2 or more individuals have interests, rights or abilities that, when combined, meet a criterion described in subsection (2) (a), (b) or (c) in respect of a private company, each individual is a significant individual in respect of the company if

(a) the interests, rights or abilities are subject to an agreement or arrangement under which the interests, rights or abilities are to be exercised jointly or in concert by those individuals, or

(b) each individual is an associate, within the meaning of paragraph (c) or (d) of the definition of "associate" in section 192 (1), of the other individuals.

Transparency register

119.2   (1) A private company must take reasonable steps to maintain a transparency register that contains the information and material referred to in subsections (2) to (5).

(2) The transparency register must contain the following information for each significant individual in respect of the private company:

(a) the individual's full name, date of birth and last known address;

(b) whether or not the individual is a Canadian citizen or permanent resident of Canada;

(c) if the individual is not a Canadian citizen or permanent resident of Canada, every country or state of which the individual is a citizen;

(d) whether or not the individual is resident in Canada for the purposes of the Income Tax Act (Canada);

(e) the date on which the individual became or ceased to be a significant individual in respect of the company;

(f) a description of how the individual is a significant individual;

(g) prescribed information, if any.

(3) If a private company determines that there are no individuals who are significant individuals in respect of the company, the transparency register must contain a statement setting this out.

(4) If a private company is unable to obtain or confirm some or all of the information referred to in subsection (2) in respect of a significant individual, the transparency register must contain the following:

(a) the information referred to in subsection (2) that the company was able to obtain or confirm in respect of the individual;

(b) for information referred to in subsection (2) that the company was not able to obtain or confirm, a summary of the steps taken to obtain or confirm the information;

(c) prescribed information, if any.

(5) If, by operation of section 119.6, an order is made under section 45 (1) in respect of the private company's transparency register, the transparency register must contain a copy of the order.

Shareholder's duty to send information

119.21   (1) A private company may at any time send to a shareholder of the company a request to provide the company with information for the purposes of maintaining its transparency register.

(2) A shareholder, after receiving a request under subsection (1), must, after taking reasonable steps to compile the requested information, promptly send to the private company the information that the shareholder was able to compile.

Annual review to confirm information

119.3   A private company must annually, within the period starting on the anniversary of the date on which the company was recognized and ending 2 months after that date, take reasonable steps to confirm that the information required under section 119.2 to be contained in its transparency register is accurate, complete and up to date.

Duty to update information

119.31   (1) If a private company becomes aware of any new or different information referred to in section 119.2 (2) or (3) as a result of steps taken in accordance with section 119.3 or through any other means, the company must record that information in its transparency register within 30 days after becoming aware of the information.

(2) If a private company is unable to obtain or confirm some or all of the information referred to in section 119.2 (2) after taking steps in accordance with section 119.3 as part of the company's annual review, the company must record in the transparency register the information specified in section 119.2 (4) within the 2-month period referred to in section 119.3 in respect of that annual review.

Duties after individual ceases to be a significant individual

119.4   Within one year after the sixth anniversary of the date on which an entry is made in a private company's transparency register indicating that an individual has ceased to be a significant individual in respect of the company, the company must

(a) delete from its transparency register all information relating to the individual, and

(b) destroy any record that the company created or received in respect of the individual for the purposes of maintaining the transparency register.

Duty to notify individuals

119.41   A private company must, within 10 days after indicating in its transparency register that an individual is a significant individual in respect of the company or that an individual has ceased to be a significant individual in respect of the company, send a notice to the individual that sets out this fact and the prescribed information, if any.

Location of transparency register

119.5   (1) Subject to subsection (2), a private company must keep its transparency register at its records office.

(2) A private company may keep its transparency register at a location other than its records office so long as the register is available for inspection and copying, in accordance with sections 119.7 to 119.91, at its records office by means of a computer terminal or other electronic technology.

Requirements relating to transparency register

119.51   (1) A person who maintains the records office for a private company must take reasonable steps to

(a) keep the company's transparency register in a complete state,

(b) avoid loss, mutilation or destruction of the transparency register, except as required under section 119.4,

(c) avoid falsification of entries in the transparency register, and

(d) provide inspecting officials and the company's directors with simple, reliable and prompt access to the transparency register.

(2) A person who maintains the records office for a private company must ensure that the company's transparency register is maintained

(a) in an electronic form,

(b) on microfilm,

(c) in a bound or looseleaf form, or

(d) in another prescribed form.

Missing records

119.6   Section 45 (1) [missing records] applies in respect of a private company's transparency register.

Inspection of transparency register

119.61   (1) A person who maintains the records office for a private company must allow an inspecting official or a director of the company who complies with the requirements and restrictions under section 119.81 (1) or 119.9, as the case may be, to inspect the company's transparency register.

(2) A person who maintains the records office for a private company must not allow anyone to inspect the company's transparency register except

(a) an inspecting official, or

(b) a director of the company.

Inspection for tax purposes

119.7   An official or employee of a taxing authority may inspect a private company's transparency register for the following purposes:

(a) administering or enforcing

(i) a law of British Columbia or Canada that provides for the imposition or collection of a tax, royalty or duty, or

(ii) a prescribed law of British Columbia or Canada that is related to a law referred to in subparagraph (i);

(b) providing information contained in the transparency register to another jurisdiction in or outside Canada to assist the jurisdiction in the administration or enforcement of a law of that jurisdiction that provides for the imposition or collection of a tax, royalty or duty if this assistance is authorized under an arrangement, written agreement, treaty or law of British Columbia or Canada.

Inspection for law enforcement purposes

119.71   An officer within the meaning of the Police Act or a member of the Royal Canadian Mounted Police may inspect a private company's transparency register for the following purposes:

(a) conducting an investigation in Canada

(i) that is undertaken with a view to a law enforcement proceeding, or

(ii) from which a law enforcement proceeding is likely to result;

(b) policing and criminal intelligence operations in Canada;

(c) assisting another law enforcement agency in Canada for a purpose described in paragraph (a) or (b);

(d) providing information contained in the transparency register to a law enforcement agency in a jurisdiction outside Canada to assist the agency in a law enforcement proceeding if this assistance is authorized under an arrangement, written agreement, treaty or law of British Columbia or Canada.

Inspection for regulatory purposes

119.8   An official or employee of a regulator may inspect a private company's transparency register for the following purposes:

(a) administering or enforcing a law for which the regulator is responsible;

(b) assisting another agency in Canada in the administration or enforcement of a law that is similar to a law for which the regulator is responsible;

(c) providing information contained in the transparency register to an agency outside Canada to assist the agency in the administration or enforcement of a law that is similar to a law for which the regulator is responsible if this assistance is authorized under an arrangement, written agreement, treaty or law of British Columbia or Canada.

Inspecting official — requirements and restrictions

119.81   (1) An inspecting official who inspects a transparency register is subject to the following requirements and restrictions:

(a) subject to paragraph (b), the inspection must occur during statutory business hours;

(b) if a private company has passed an ordinary resolution in accordance with subsection (2) that reduces the hours during which the transparency register may be inspected, the inspection of the company's transparency register must occur during those hours;

(c) the inspecting official must present identification on the request of the person who provides access to the transparency register;

(d) prescribed requirements or restrictions, if any.

(2) A private company may, by an ordinary resolution, reduce the hours during which an inspecting official may inspect its transparency register, but the resolution must provide that the transparency register may be inspected for a period of at least 2 consecutive hours per day within statutory business hours.

Hours when director can inspect

119.9   A director of a private company is restricted to inspecting the company's transparency register during statutory business hours.

Copies of transparency register

119.91   (1) If an inspecting official or director requests a copy of a private company's transparency register and pays, to the person who maintains the records office for the company, the copying fee, if any, set by that person, the person must provide, in accordance with subsection (3), the copy to the inspecting official or director promptly after receipt of the payment.

(2) The copying fee referred to in subsection (1) must not exceed the prescribed maximum copying fee.

(3) A copy of the transparency register referred to in subsection (1) must be provided

(a) in a manner agreed on by the individual seeking to obtain the copy and the person who maintains the records office, or

(b) in the absence of agreement, in a prescribed manner or by registered mail as selected by the individual seeking to obtain the copy.