On March 11, 2014, the European Parliament approved a recommendation from two of
its committees (Economic Affairs and Justice and Home Affairs) that
legislation be enacted requiring public beneficial ownership
registers for companies and trusts (and similar legal
arrangements). After the 643-30 vote in favour of the
recommendation, the next step is for the European Parliament to
work out the details of the legislation with the EU Commission and
the Council of Ministers.
In its final form, the legislation is to be implemented as part
of the 4th Anti-Money Laundering Directive (AMLD)
reforms. In a significant shift from earlier versions, the proposal
as endorsed by the EU committees, and now by the EU Parliament as a
whole, envisages publicly-accessible central registers that would
make available information about the ultimate beneficial owners of
all types of legal entities, including companies, foundations and
trusts. With respect to the inclusion of trusts, Netherlands MEP
Judith Sargentini commented: "If we had decided to leave
trusts, for example, out of the scope of the new legislation, then
it would immediately have made them a perfect vehicle for criminals
wishing to avoid taxation or launder their illegal money into the
Although the registers would be publicly available, privacy law
compliance concerns were considered by the MEPs, who inserted
several provisions intended to ensure that the register contains
only the minimum information required to serve its purpose. For
instance, registers would divulge the names of the persons behind a
trust, but not the trust's holdings or purpose. There would
also be a registration requirement for persons wishing to access
information in the registers.
In November 2013, Prime Minister Cameron of the United Kingdom
wrote to Herman Van Rompuy, EU Council President, indicating that
the U.K. did not intend to include trusts in its own proposals for
public registers for companies. However, Mr. Cameron stated in the
letter that he remained open to the "arguments around trusts
and other legal arrangements in order determine what further action
we might take". The U.K. legislation is to be introduced
shortly in order than it can be passed before May 2015, when the
current Parliament ends.
In Canada, shareholdings in privately-held entities are
generally not a matter of public record or subject to registration
requirements. Neither Canada nor the U.S. appear to be
contemplating legislative changes similar to those endorsed by the
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Under the Income Tax Act, the Employment Insurance Act, and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions or GST.
Under the Income Tax Act, the Employment Insurance Act, the Canada Pension Plan Act and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions.
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