The stated purpose of Bill 55 is to impose transparency measures
in the mining and oil and gas industries, discouraging and
detecting corruption and fostering the social acceptability of
projects. The government has also stated that by introducing Bill
55, it is seeking to affirm its legislative power over natural
If adopted, the Act would apply to an entity that is either
engaged in the exploration or development of mineral substances or
hydrocarbons; that holds a permit, lease or other authorization to
carry out such activities; or that controls an entity engaged in
such activities, if any of the following requirements are met:
The entity is listed on a Canadian
stock exchange and has its head office in Quebec
The entity has an establishment,
exercises activities or has assets in Quebec, and based on its
consolidated financial statements, during one of the previous two
fiscal years, meets at least two of the following thresholds:
It has C$20-million in assets
It has C$40-million in revenues
It employs an average of at least 250
Entities subject to the Act would be required to provide a
statement to the Autorité des marchés financiers
annually declaring all payments and payments in kind made to the
same "payee" if their total value exceeds C$100,000.
"Payee" is defined broadly to include:
All levels of government, including
A body established by two or more
An entity established to exercise the
powers and duties of government
An aboriginal nation or an aboriginal
Employees or public office holders of
any of the above
The annual statement is to be certified by a director or officer
of a reporting entity or by its outside auditor. Moreover,
reporting entities will be required to retain records of all
payments made for a period of seven years.
So as to avoid duplication, given the strong similarities with
the federal legislation, Bill 55 provides that regulations may be
adopted to allow an entity to file, instead, a statement filed with
another competent authority, which is likely intended to include
the federal government.
Bill 55 provides for administrative monetary penalties that are
set for a legal person at either C$1,000 or C$10,000, which may be
imposed every day the violation continues. The Minister of Energy
and Natural Resources is expected to develop and make public a
framework for applying administrative monetary penalties. Directors
and officers of a reporting entity may be liable if an entity fails
to pay an administrative monetary penalty unless they establish
that they exercised due diligence to prevent the violation that
resulted in the penalty.
In addition, failure to comply with the Act, may lead to penal
proceedings with a maximum fine of C$250,000 for each day that the
If Bill 55 is adopted, the requirement to report payments made
to an aboriginal nation or an aboriginal community will be delayed
until June 1, 2017. Regulations and guidelines are expected, which
should provide more details on these new reporting obligations.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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