Canada: 《不列颠哥伦比亚省商业公司法》(BCBCA)修正案要求该省公司进行透明度&#

我们曾在以前的文章 受CBCA管辖的公司须登记实益所有权中讨论了 《加拿大商业公司法》的联邦修正案(CBCA修正案),不列颠哥伦比亚省(BC省)也在2017年承诺采取保障措施以防止滥用公司实体实现逃税和其他犯罪目的,例如洗钱、腐败和资助恐怖主义活动。 1

《不列颠哥伦比亚商业公司法》(BCBCA)修正案将要求BC省公司保留"重要个人"的登记(BCBCA修正案)。BCBCA修正案在很多方面类似于CBCA修正案,将通过法规生效。

CBCA修正案类似,BCBCA修正案将只适用于不列颠哥伦比亚省的私营企业,不包括报告发行人(或类似机构)、合格证券交易所上市公司和某些其他公司,这将在《条例》中明确规定。

重要人士

当个人单独或与他人共同发生以下情况时,他或她将会成为"重要人士":

  • 直接或间接的拥有或控制:

      i. 超过公司已发行股份的25%;或

      ii.包含25%或以上股东大会投票权的已发行股份;要么

  • 有权或有能力(直接或间接)选举、任命或罢免公司董事,或有能力对具有选举、委任或罢免董事的权利或能力的个人产生"重要影响"。

预计新规将包括进一步指示,说明非股东的个人如何有资格成为对公司具有"重要影响"的个人。

需要什么信息?

BC省的公司将被要求进行一个包含以下"重要人士"信息的新的登记(透明度登记):

  • 该个人的全名、出生日期和最后为人所知的地址;

  • 该个人是否加拿大公民或加拿大永久居民;

  • 如果该个人不是加拿大公民或加拿大的永久居民,则该个人为公民的每个国家或地区;

  • 该个人是否是加拿大的税务居民;

  • 该个人就成为或终止该公司"重要人士"的日期;

  • 该个人如何成为一位"重要人士"的描述;以及

  • 根据即将实施的法规要求提供的其他资料。

即使没有"重要人士",公司亦须在其透明度登记中加入相应的声明,并有义务通知已被确定为或已不再被视为"重要人士"的个人。有关"重要人士"的资料必须在该人士不再是公司的"重要人士"后在公司的透明度登记中保留六年。

公司、董事及高级管理人员如未能作出合理努力,以识辨"重要人士"的身分,并维持一份准确和更新的透明度登记(该登记必须每年进行审查),可能面临高达10万加元的罚款。股东有义务及时回应公司关于透明登记信息的要求,如提供虚假、误导或不完整的信息,将违反BCBCA。

使用权限 

虽然CBCA修正案允许公司的债权人使用透明度登记,但BCBCA修正案规定透明度登记仅供董事和某些监管机构使用。

透明度登记必须在公司记录办公室的正常工作时间内提供,并可由适当的监管机构代表复印,包括税务机关、进行调查和情报工作的警察以及不列颠哥伦比亚证券委员会、金融机构委员会、加拿大金融交易和报告分析中心、不列颠哥伦比亚省律师协会和条例中予以规定的其他机构。

要点

BC省加入了加拿大提高企业所有权透明度的大潮中。受BCBCA管辖的公司应该开始建立流程,使他们能够跟踪与"重要人士"有关的信息来保持透明度登记。保持准确和更新的透明度登记将使BCBCA管辖的公司能够及时回应监管机构的信息要求,并确保公司、其高管和董事不受BCBCA规定责任的影响。

逻盛将继续关注BCBCA修正案和即将出台的法规的进展,这些法规将明确BCBCA修正案何时生效。

Footnotes

1 "2017年加强受益所有权透明度协议"是联邦、省和地区的财政部长之间达成的一项协议,旨在在2019年7月1日前通过立法修正案,以提高公司所有权的透明度( https://www.fin.gc.ca/n17/data/17-122_4-eng.asp

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