![workplace-with-people-in-walking-in-blurred-motion-in-modern-office-space_AdobeStock_714071973](https://www.nortonrosefulbright.com/-/media/images/nrf/hero/workplace-with-people-in-walking-in-blurred-motion-in-modern-office-space_adobestock_714071973.jpeg?w=265&revision=757b8aa8-f74f-4e2d-9ccd-084ec5192278&revision=5250277392097387904&hash=380B464034E4102358A0D456AAB43445)
Publication
Merger law reform in Australia: What next after the Exposure Draft?
As expected, the Australian Commonwealth Treasury released an exposure draft for the proposed new Australian merger regime on 24 July 2024.
Canada | Publication | May 19, 2022
In an effort to crack down on tax evasion, criminal activities, money laundering, corruption and terrorism financing, legislation has been introduced federally and in many Canadian provinces requiring that private corporations maintain a register of individual(s) who “significantly control” a corporation (a Register).
The recent increase in transparency legislation follows on the 2017 commitment of federal, provincial and territorial finance ministers to strengthen beneficial ownership transparency to align the Canadian regulatory framework with the G20 principles relating to ultimate beneficiaries. This update outlines the principal requirements of the legislation federally and in Ontario, British Columbia and Quebec and highlights some of the key differences between Quebec and the other jurisdictions.
Canadian businesses should be aware of the following matters.
While the rules differ slightly from jurisdiction to jurisdiction, they all share the same basic features. The CBCA provides as follows:
Similar definitions exist in other Canadian jurisdictions. Indirect ownership will require a corporation to look behind a registered shareholder to its ultimate individual shareholder(s) who exercise significant control.
Under the CBCA, OBCA and BCBCA, a Register is not generally publicly available. For CBCA corporations however, shareholders and creditors may access the information in certain circumstances. Under the BCBCA, CBCA and OBCA, the contents of a Register must be accessible to or disclosed to law enforcement, regulatory or taxation authorities, provided certain conditions are present.
Under the BCBCA and OBCA, a Register must be made available to the director under the relevant corporate statute upon request. CBCA amendments introduced in April 2022 but not yet in effect, require federally incorporated corporations to send a copy of the Register to the director under the CBCA following incorporation and thereafter annually or whenever changes to the Register are made. In addition, the director under the CBCA will be authorized to disclose copies of the Register to the police, the Canada Revenue Agency and the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC) once the amendments to the CBCA are in force.
In Quebec, the Register will be publicly available on-line and will allow searches by first and last name, although certain personal information such as birth dates and residential addresses (if a business address is publicly available) will be excluded from the public version of the Register. Searches should become possible in March 2024, which is one year after the obligation to declare ultimate beneficiaries is expected to come into force in Quebec. It remains to be seen whether the federal government and any other provinces or territories move to an open access Register.
Given the global policy rationale behind instituting beneficial ownership register requirements, failure to comply is not likely to be viewed as merely sloppy record keeping and could invite regulatory scrutiny from various quarters. The penalties for not maintaining a Register are significant. Under the CBCA, for example, directors and officers who commit offences under the rules and shareholders who fail to provide information necessary to allow the corporation to comply with its obligations, are liable to a fine of up to $200,000, imprisonment for up to six months or both. In Quebec, the Registraire des entreprises will also be able to apply an administrative penalty that provides for the ex officio cancellation of enterprises as well as penal sanctions.
Publication
As expected, the Australian Commonwealth Treasury released an exposure draft for the proposed new Australian merger regime on 24 July 2024.
Subscribe and stay up to date with the latest legal news, information and events . . .
© Norton Rose Fulbright LLP 2023