BC Transparency Register: Who Is a Significant Individual and What You Must Record

Since October 1, 2020, private companies incorporated in BC have had to keep a transparency register: an internal record of the individuals who own or control the company, directly or through others. Many owner-managed companies set one up at incorporation and have not looked at it since.

That is a risk. The register has to be reviewed every year, updated within set time limits, and it can be inspected by tax authorities, police and regulators. This guide explains who counts as a significant individual, what you must record, and how to keep the register current.

Which companies need a transparency register

Part 4.1 of the Business Corporations Act applies to every private company incorporated under that Act. A private company is one that is not a reporting issuer, not a reporting issuer equivalent, not listed on a designated stock exchange, and not in a class excluded by regulation.

The Business Corporations Regulation excludes certain companies, including wholly owned subsidiaries of public companies, government corporations, some insurance and trust companies, and companies wholly owned by Indigenous nations or by a professional limited liability partnership. Extraprovincial and federally incorporated companies are not covered by the BC rules, though their home jurisdiction may have its own.

If your company is a typical owner-managed BC corporation or holding company, assume the rules apply.

Who is a significant individual

Section 119.11 sets the tests. Only individuals (real people) are significant individuals, never corporations. An individual is a significant individual if any of the following apply.

The 25% share test

The individual has an interest in a significant number of shares, meaning 25% or more of the issued shares, or shares carrying 25% or more of the votes at general meetings. The interest can be any one or a combination of:

• Registered ownership of shares in the person's own name
• Beneficial ownership, for example shares held by a nominee or trustee for the person (other than an interest that depends on someone else's death)
• Indirect control, as defined in the regulation, such as controlling a holding company or chain of companies that holds the shares

The director control test

The individual has rights or abilities that, if exercised, would result in the election, appointment or removal of a majority of the directors. That includes indirect control of those rights, and the ability to exercise direct and significant influence over someone who holds them.

Joint holdings and people acting together

If shares or rights are held jointly, each joint holder is a significant individual. If two or more people together reach a threshold and have an agreement to exercise their rights jointly or in concert, or are associates as defined in the Act, each of them is a significant individual.

An example of indirect control

As an illustration: Priya owns all the shares of Priya Holdings Ltd., and Priya Holdings owns 30% of OpCo Ltd. Priya's name does not appear on OpCo's central securities register, but because she controls the holding company that owns 30% of OpCo, she has indirect control of those shares and is a significant individual of OpCo. Trusts work in a similar way: a person with the power under the trust to direct how a trustee exercises share rights can be a significant individual.

What the register must contain

Section 119.2 requires the company to take reasonable steps to keep a register showing, for each significant individual:

• full name, date of birth and last known address
• whether the person is a Canadian citizen or permanent resident and, if not, every country of citizenship
• whether the person is resident in Canada for income tax purposes
• the date the person became, or ceased to be, a significant individual
• a description of how the person is a significant individual

If the company concludes it has no significant individuals, the register must say so. If it cannot obtain or confirm some information, it must record what it has and summarize the steps it took to get the rest.

Shareholders have a duty to help. Under section 119.21, a shareholder who receives a request from the company must take reasonable steps to compile the information and send it promptly.

Deadlines for keeping it current

The Act sets several time limits:

• Annual review. Each year, within two months after the anniversary of the date the company was recognized (for most companies, its incorporation date), the company must take reasonable steps to confirm the register is accurate, complete and up to date (section 119.3).
• 30-day updates. When the company becomes aware of new or different information, it must record it within 30 days (section 119.31).
• 10-day notice. Within 10 days after recording that a person has become or ceased to be a significant individual, the company must notify that person (section 119.41).
• Deletion. Information about a former significant individual must be deleted, and related records destroyed, within one year after the sixth anniversary of the entry showing they ceased to qualify (section 119.4).

Share transfers, new share issuances, changes to a holding structure, a shareholder moving abroad and estate transfers are common triggers. A good habit is to check the register whenever the central securities register changes, and to make it part of your annual company compliance routine.

Who can see it, and the penalties

The register is kept at the company's records office, or elsewhere if it can be accessed there electronically. Today it is not public. Only the company's directors and inspecting officials, meaning tax authorities, police and listed regulators such as the BC Securities Commission, FINTRAC and the Law Society of BC, may inspect it, and the records office must not let anyone else see it. Amendments passed in 2023 will eventually require filing register information with the Registrar, but those changes were not in force as of October 9, 2026.

The penalties are significant. Failing to maintain, review or update the register, to notify individuals, or to restrict inspection to authorized people is an offence under section 426, as is a shareholder's failure to respond to a company's request. A register that wrongly includes or excludes someone, or contains false or misleading information, is an offence under section 427.1, and directors and officers who authorize, permit or acquiesce in it can also be liable. A shareholder who sends false information commits an offence too. Under section 428, the maximum fine is $100,000 for a company and $50,000 for an individual. There is a defence for someone who did not know, and with reasonable diligence could not have known, that the information was wrong, which is one more reason to document the steps you take. Our post on director personal liability in BC covers other ways directors can be exposed.

Not sure your register is right? Have it checked

Our business lawyers can review your share structure, holding companies and trusts, identify every significant individual, and prepare or update your transparency register and the shareholder requests and notices that go with it.

Call 604-259-2844 or send us a message to arrange a consultation at our Vancouver office.