Jan 16th, 2023
Jul 18th, 2023
By Daniel Frajman
I am at the forefront of dealing with what I call Quebec’s de facto Canadian national public beneficial ownership register for private company shares, including with regard to trusts that are shareholders.
This relates to Quebec’s public register on this, which has been in operation since March 31, 2023 and which requires all private corporations and also all partnerships with activity in Quebec – no matter where the entity was formed, whether in any Canadian province, federally, or elsewhere in the world - to register publicly and online Quebec’s version of their individuals with significant control and/or their corporate beneficial owners, which the Quebec legislation refers to as the “ultimate beneficiary.” We have therefore already encountered and applied, when putting ultimate beneficiaries onto Quebec’s public register (freely and easily available online by searching “Quebec Corporate Search”), rules and interpretations concerning direct and indirect ownership or control - whether as nominee (or mandatary in Quebec terms) or beneficial owner (or true owner in Quebec terms) - joint ownership, status of corporate trustees, status of discretionary and fixed interest trust beneficiaries, de facto controllers in virtue of the federal Income Tax Act and the Quebec Taxation Act, and how to deal with individuals and entities from foreign jurisdictions such as protectors and corporate/trust hybrids. We therefore have important experience in dealing with this, which likely will be all the more important should the federal government’s proposals in this area in Bill C-42 of spring 2023 become law (which would turn the Canadian federal registers for individuals with significant control into a public register).
Please see at this link for your interest my two-part article touching on these issues and, given that comparisons between jurisdictions help promote understanding of laws, briefly comparing these rules and the policy behind them in Quebec, the other Canadian jurisdictions, the United States, the United Kingdom and the European Union.
I am happy to help should you need assistance on these matters.
My articles at the link first appeared nationally in Law360 Canada, part of LexisNexis Canada Inc., at www.law360.ca.