BC Transparency Register Template

What a BC transparency register is for

Since 2020, every private company in British Columbia has had to keep a register of the individuals who ultimately own or control it, even when their shares are held through other companies or trusts. Tax authorities, police and certain regulators can ask to inspect it, and a company that cannot produce an accurate, up-to-date register, or that records the wrong people, commits an offence. Most small companies created the register once, at the start, and have not touched it since, which is exactly what the annual review and update rules are meant to stop.

This template keeps the register in a workbook built around Part 4.1 of the Business Corporations Act. Every column the Act requires is there, a shareholdings sheet helps you find who crosses the 25% threshold, and the workbook checks the deadlines for you: 30 days to record changes, 10 days to notify individuals, the annual review window and the date by which a former significant individual's information must be deleted. The forms pack adds the shareholder information request, the notice to individuals, the annual review record and a printable register for paper record books.

When to use it

Use it to set up a register for a new BC company, to rebuild one that was never properly kept, and every year when the annual review falls due. Use it again whenever shares are issued, transferred or redeemed, when a holding company or trust that owns shares changes hands, and when a shareholder agreement changes who controls the board.

Public companies that are reporting issuers or listed on a designated stock exchange are not required to keep one. Federal corporations under the Canada Business Corporations Act keep a similar but separate register of individuals with significant control under federal rules, and companies incorporated in other provinces follow their own legislation.

What's inside

The full list of sections and fields in this template, in the order they appear.

1. Company sheet

   • Company name
   • Incorporation number
   • Date of recognition
   • Records office
   • Responsible person
   • Next anniversary
   • Annual review due date
   • No-significant-individuals statement

2. Shareholdings helper

   • Registered shareholder
   • Individuals behind the shares
   • Class
   • Shares
   • Votes per share
   • Percentage of shares
   • Percentage of votes
   • 25% flag

3. Register

   • Full name
   • Date of birth
   • Last known address
   • Citizen or permanent resident
   • Citizenships
   • Tax residence
   • Date became
   • How significant
   • Details
   • Date ceased
   • Information not obtained and steps taken
   • Entry date
   • Notice date with 10-day check
   • Ceased entry date
   • Deletion deadline

4. Annual Reviews, Change Log and Inspections

   • Review dates and steps
   • On-time check
   • Changes with 30-day check
   • Inspection record

5. Guide

   • Who must keep a register
   • Who is a significant individual
   • Required contents
   • Deadlines table
   • Who may inspect
   • Offences

6. Printable register

   • Register table
   • Information not obtained
   • No-significant-individuals statement

7. Request to Shareholder

   • Section 119.21 request
   • Eight questions
   • Return date
   • Signature

8. Notice to Individual

   • Added or ceased
   • Date of entry
   • Reason
   • Contact

9. Annual Review Record

   • Anniversary and due date
   • Steps taken
   • Result
   • Director's confirmation

Preview pages

How to set up and keep the register

1. Fill in the Company sheet. Enter the company name, incorporation number, date of recognition and records office; the workbook works out the next annual review deadline.
2. List every shareholder on the Shareholdings sheet. For each registered shareholder, name the individuals who own or control the shares behind it, and enter the shares and votes per share.
3. Look through companies and trusts. Where a corporation or trust holds shares, identify the individuals who control it and combine their holdings.
4. Check board control and arrangements. Add anyone who can elect or remove a majority of the directors, and anyone acting in concert under a shareholder agreement.
5. Send information requests. Use the request form to ask shareholders for the information you need, with a return date.
6. Complete the Register sheet. Enter every required item for each significant individual. Where you cannot obtain something, record what you did to try.
7. Send each individual a notice within 10 days. Use the notice form, then record the date sent; late notices turn red.
8. Log every change within 30 days. Record what changed, when you learned of it and when you updated the register.
9. Do the annual review on time. Each year, complete the Annual Review Record within two months after the anniversary of incorporation, and have a director confirm it.

Example: a completed register entry

A fictional Vancouver company, Coastal Kitchens Ltd., was incorporated on March 15, 2021. Its shareholders are Lee Holdings Ltd. (600 Class A voting shares), Priya Shah (300 Class A voting shares) and Sam Ortiz (100 Class B non-voting shares). Jordan Lee owns and controls Lee Holdings Ltd.:

Full name: Jordan Wei Lee. Date of birth: 1981-07-02. Last known address: 2150 West 4th Avenue, Vancouver, BC. Canadian citizen or permanent resident: Yes. Resident in Canada for tax purposes: Yes. Date became a significant individual: 2021-03-15. How: Indirect control of 25% or more. Details: controls Lee Holdings Ltd., registered owner of 600 Class A shares (60% of issued shares and 66.67% of votes).

Priya Shah holds 30% of the issued shares and 33.33% of the votes, so she is also a significant individual. Sam Ortiz holds 10% of the shares and no votes, so he is not. The company's next annual review is due within two months after March 15, 2027, which the workbook shows as May 15, 2027.

British Columbia rules to know

These requirements come from Part 4.1 and section 427.1 of the Business Corporations Act.

• Private companies (section 119.1). Every company that is not a reporting issuer or equivalent, not listed on a designated stock exchange and not in a prescribed class.
• Significant individuals (section 119.11). 25% of shares or votes held as registered owner, beneficial owner or through indirect control; control over the election of a majority of directors; direct and significant influence; joint holdings; acting in concert or associates.
• Contents (section 119.2). Name, date of birth, address, citizenship and permanent residence, tax residence, dates, and how the individual is significant; steps taken where information is missing; a statement if there are none.
• Shareholders' duty (section 119.21). Shareholders must respond to the company's request with the information they can compile.
• Annual review and updates (sections 119.3 and 119.31). Annual review within two months after the anniversary of recognition; changes recorded within 30 days.
• Deletion (section 119.4) and notices (section 119.41). Delete former individuals' information within a year after the sixth anniversary; notify individuals within 10 days of being added or removed.
• Location and access (sections 119.5 to 119.91). Kept at the records office; inspected only by directors and authorized officials.
• Offences (section 427.1). Wrong, missing or false entries, with a reasonable diligence defence.

Mistakes that make a register non-compliant

The most common problem is a register that names the holding company instead of the individuals behind it. Others are a register that was never reviewed after it was created, a change of shareholders that never made it into the register within 30 days, individuals who were never told they had been listed, and non-voting shares counted against the 25% vote test. Some companies also let shareholders inspect the register, which the Act does not allow. The workbook's look-through helper, deadline checks and inspection log are there to prevent each of these.