Regulations Amending the Canada Business Corporations Regulations, 2001: SOR/2023-88

Canada Gazette, Part II, Volume 157, Number 11

SOR/2023-88 May 4, 2023


P.C. 2023-402 May 4, 2023

Her Excellency the Governor General in Council, on the recommendation of the Minister of Industry, makes the annexed Regulations Amending the Canada Business Corporations Regulations, 2001 under subsection 261(1)footnote a of the Canada Business Corporations Act footnote b.

Regulations Amending the Canada Business Corporations Regulations, 2001


1 Subparagraph 2(1)(b)(ii) of the French version of the Canada Business Corporations Regulations, 2001 footnote 1 is replaced by the following:

2 The Regulations are amended by adding the following after section 32:

PART 2.1

Individuals with Significant Control

33 (1) For the purpose of subsection 21.1(2) of the Act, reasonable steps taken by a corporation include sending a request for information

(2) The corporation shall request that a person referred to in subsection (1) provide the corporation with the following information as soon as feasible and to the best of their knowledge:

34 For the purpose of paragraph 21.1(7)(c) of the Act, the following classes of corporations are prescribed:

34.1 For the purpose of section 21.2 of the Act, a corporation to which section 21.1 of the Act applies that is unable to identify any individuals with significant control over the corporation must set out the following in its register of individuals with significant control:

Coming into Force

3 These Regulations come into force on the day on which they are registered.


(This statement is not part of the Regulations.)


Bill C-86, Budget Implementation Act, 2018, No. 2, amended the Canada Business Corporations Act (CBCA) to require private federally incorporated corporations to create and maintain a register of individuals with significant control (ISC Register).

Since the coming into force of the statutory amendments, stakeholders have indicated that the statutory amendments do not provide enough guidance and that more clarity is needed on how to apply the provisions in certain situations. For example, the ISC Register legislative provisions do not provide any information on what a corporation is to do if it cannot identify any individuals with significant control (ISCs) nor do they provide information on the reasonable steps a corporation is to take to update its ISC Register. Stakeholders have indicated that it would be useful to have directions on what these steps should be.

A lack of explicit directions on how to apply some of the statutory amendments could result in the provisions being applied inconsistently, which could affect the overall accuracy of the information in the ISC Register. For example, stakeholders have indicated that without an indication of the reasonable steps that a corporation should take to identify all of its ISCs, corporations would not know if they had met their obligations and may omit a required step that could have otherwise led the corporation to identify an unknown ISC.


The CBCA regulates federally incorporated Canadian businesses. It provides the corporate governance framework for many small and medium-sized Canadian corporations, as well as many of the largest corporations operating in Canada. The statute sets out rules pertaining to the creation of businesses incorporated at the federal level; the rights and responsibilities of management, the board, and shareholders; and financial accountability. The CBCA plays a key role in ensuring that investors have confidence in the way corporations are governed.

Increasing corporate transparency has been an ongoing international concern. In recent years, many countries have committed to corporate ownership transparency in order to safeguard against misusing corporations as vehicles for tax evasion and money laundering. Canada has committed to transparency as a member of a number of international organizations:

In 2018, the federal government amended the CBCA under Bill C-86 to require corporations to identify and document those who have ownership or control over them. The amendments to the CBCA came into force on June 13, 2019. As of that date, private corporations governed by the CBCA must keep a register of its ISCs. An ISC is someone who owns or controls a corporation. Each corporation must create and maintain an ISC Register, which is a document that contains information about each ISC of the corporation. The ISC Register provides greater transparency about who owns and controls Canadian corporations. It also helps law enforcement agencies detect and expose illegal activities such as money laundering and tax evasion.

Before the legislative amendments were made, a corporation only had to keep a register with the names of the corporation’s registered shareholders, called a shareholder register. A registered shareholder could be an individual, another corporation, or an entity such as a trust or partnership. The name of another corporation or entity provides little information as to who actually has ownership or control over the corporation. As for an individual who is listed as the registered shareholder, it is possible that this individual is acting on behalf of another unnamed individual. The shareholder register alone may not always provide the appropriate information to allow a corporation to know the individuals that have significant control over that corporation. Therefore, by requiring corporations to create and maintain an ISC Register, a corporation may need to take steps to identify its ISCs who are not registered shareholders.

To promote awareness of the new requirements, Innovation, Science and Economic Development Canada (ISED) provided details on the information that must be maintained in an ISC Register on its website. In addition, ISED held numerous sessions with businesses and accounting and legal professionals from April to June 2019, where participants indicated a need for further directions.


The objective of the amendments is to provide targeted stakeholders further directions with respect to meeting the legislative requirements regarding the ISC Register. The amendments will assist in ensuring that the requirements around the ISC Register are consistently applied by stakeholders.


The amendments will have the following impacts:

Regulatory development


In spring 2019, ISED held numerous informal sessions on the new ISC legislative provisions with businesses and accounting and legal professionals. While legislative amendments came into force in June 2019, these stakeholders indicated that there is a need to provide further guidance in the Canada Business Corporations Regulations, 2001 (the Regulations).

ISED also released a consultation paper on the proposed regulatory amendments on March 9, 2020, and stakeholders were invited to provide submissions until June 30, 2020. Seven submissions were received, including from legal and business professionals and non-governmental organizations. Generally, the feedback was favourable, with stakeholders expressing support for the proposed amendments. However, some stakeholders commented that wholly-owned subsidiaries of not only public CBCA corporations but also of those incorporated under provincial or territorial laws should be exempt from the requirement to create and maintain an ISC Register. In addition, they pointed out that it would not be useful to add the name of a director to the ISC Register when no ISCs were located because information related to directors is already readily available publicly and this would not address the ultimate purpose of the legislation, which is transparency of ownership.

Considering these comments, the proposed text of the amending provisions was modified to make it clear that wholly-owned subsidiaries of public CBCA corporations and of those incorporated under provincial or territorial laws would be exempt from the requirement to create and maintain an ISC Register. In addition, the proposed amendments would not include a requirement to add the name of a director to the ISC Register when no ISCs are located.

Prepublication in the Canada Gazette, Part I

The proposed Regulations were prepublished in the Canada Gazette, Part I, on October 29, 2022. During the 30-day consultation period, six submissions were received mostly from legal and business professionals. Comments generally favoured implementing regulations related to the ISC Register.

Stakeholders commented that the prescribed classes of corporations that are exempt from creating and maintaining an ISC Register should include wholly-owned subsidiaries of any body corporate that is a reporting issuer or that is listed on a designated stock exchange. The regulatory text initially proposed that the parent body corporate of the wholly-owned subsidiary had to be incorporated under a provincial or territorial legislation. Stakeholders commented that the distinction should not be made with respect to the jurisdiction of incorporation of the public parent body corporate, but rather be based on its reporting obligations under an approved securities regime. The overall intent of the ISC regime will not be affected by exempting these wholly-owned subsidiaries and the regulatory text has been adjusted in consequence.

Also, while stakeholders supported the exemption of Crown corporations from needing to create and maintain an ISC Register, they pointed out that wholly-owned subsidiaries of Crown corporations should also be exempt. ISED concurs with these comments as the ownership of the wholly-owned subsidiaries would be the same as for the Crown corporations. The regulatory text has been adjusted.

Based on general comments that regulations and guidance needed to be as clear as possible, the regulatory text has been adjusted to state that a corporation that is unable to identify an ISC must set out in its ISC Register a statement to the effect that the corporation has determined that it is unable to identify any ISCs or that there are no ISCs. This will bring increased clarity on which scenario applies to the corporation.

A number of comments received were not related to the proposed regulatory amendments, but were comments on other aspects of the regime, such as enforcement of the ISC Register requirements and non-regulatory guidance. These comments will be considered as part of the broader implementation of the regime. A few comments were received relating to the statutory requirements, which are out of the scope of the regulatory proposal.

Modern treaty obligations and Indigenous engagement and consultation

The amendments do not have any impact on modern treaties and are not expected to result in any disproportionate impacts on Indigenous groups.

Instrument choice

Regulatory amendments are necessary in order to maintain consistency with the intent of the CBCA. Non-regulatory instruments, such as guidelines, cannot be made mandatory, are non-enforceable, and are often inconsistently applied. Prescribing the steps to be followed by corporations to meet the legislative requirements and exempting classes of corporations can only be done through regulatory amendments. Therefore, regulations were chosen as the instrument that would enable achieving these objectives.

Regulatory analysis

Benefits and costs

Benefits to corporations

Exempting additional classes of corporations from the ISC Register requirements will generate savings for corporations in those classes. Currently, these corporations are incurring costs to create and maintain their ISC Register. These corporations should not be required to prepare and maintain an ISC Register, as information on these corporations’ ISCs is already available elsewhere. By exempting these corporations, they will no longer be required to prepare and maintain an ISC Register.

Corporations may also choose by which means to send the request for information. Sending the request for information electronically is expected to result in very little costs to the corporation compared to using other means. In addition, corporations can benefit from using the template that will be available on ISED’s website, further reducing costs. Corporations will therefore save on costs by sending requests for information electronically and using the proposed template.

There will be additional benefits to corporations as the amendments will provide clear directions on the reasonable steps corporations should take to update their ISC Register annually and what they should do if they are unable to identify any ISCs. Currently, as per the applicable legislative provision, corporations must take prescribed steps if they are unable to identify any ISCs. However, those steps are currently not prescribed and there are no clear requirements regarding what a corporation must do if it is unable to identify any ISCs. The amendments will operationalize the applicable legislative provision. They will also contribute to corporations having an ISC Register with more reliable information and will promote compliance.

Benefits to the Government

The amendments are expected to result in minor qualitative benefits for the Government. Investigative bodies, such as law enforcement agencies and tax authorities, who might request access to a corporation’s ISC Register, will benefit from having fulsome information on a corporation’s ISCs.

Costs to corporations

The activities associated with sending a request for information to shareholders to identify ISCs are expected to result in low costs for corporations. Corporations are already required to take reasonable steps to identify their ISCs. The amendments will define more clearly what the reasonable steps should be. Large corporations with complex shareholding structures are expected to incur greater costs than small corporations, as they may need to send requests for information to multiple recipients. Nevertheless, this cost is not expected to be significant. Small corporations, which are estimated to be more than 95% of all CBCA corporations, have a small shareholding structure typically consisting of one or two shareholders. Therefore, small corporations will incur negligible costs as the information on its ISCs will already be known to the corporation.

While performing their legislative obligations of maintaining the ISC Register, corporations who are unable to identify any ISCs will need to add a statement stating so in the ISC Register. Adding a statement to the ISC Register is expected to impose negligible costs on impacted corporations. Updating the ISC Register annually is a result of the legislative provisions and not of these amendments.

Overall, the total cost on CBCA corporations to meet the regulatory requirements is expected to be low.

Costs to the Government

The amendments are expected to result in minor costs for the Government. These costs will be associated with preparing a model template and making it available to corporations through ISED’s website. Additional minor costs will be incurred for compliance promotion activities, such as developing communication and awareness materials.

Small business lens

An analysis under the small business lens indicates that small businesses may incur minimal incremental compliance costs to meet the regulatory requirements. A flexibility option was not considered for small businesses since they are typically owned by one or two shareholders, and information on the corporation’s ISCs will be readily available. Small businesses will only require minor resources to send requests for information to the shareholders. Further, to assist small businesses, ISED intends to publish a model template that corporations may use. This will reduce the level of effort required to prepare a request for information.

One-for-one rule

The one-for-one rule does not apply, as there will not be any incremental change in the administrative burden on businesses. While businesses may incur new costs to comply with the amendments (for example sending a request for information to shareholders), these costs are not considered administrative burden for the purposes of the one-for-one rule, as they will not be incurred to demonstrate compliance to the Government.

Regulatory cooperation and alignment

The ISC Register provisions in other jurisdictions were analyzed, including British Columbia, the United Kingdom (U.K.) and Singapore. Those three regimes have similar objectives to the CBCA ISC Register. However, there are differences in how these jurisdictions have chosen to operationalize their ISC Register provisions:

The amendments were designed following a review of these jurisdictions with operational ISC Registers similar to Canada’s. The most optimal elements in those regimes (e.g. classes of exempt corporations, the sending of a notice, and steps to take if there are no ISCs) were considered in developing the federal approach.

Strategic environmental assessment

In accordance with the Cabinet Directive on the Environmental Assessment of Policy, Plan and Program Proposals, a preliminary scan concluded that a strategic environmental assessment is not required.

Gender-based analysis plus

A gender-based analysis plus (GBA+) was conducted and it was determined that no group will be affected disproportionately by the amendments.

Implementation, compliance and enforcement, and service standards

The amendments come into force on the day on which they are registered. ISED will communicate the new requirements to stakeholders through announcements and by providing information on its website. ISED also plans to publish a model template of a request for information on its website.

There are no new compliance and enforcement, or service standards associated with these amendments.


Genevieve Gobeil
Acting Senior Policy Manager
Corporations Canada
Innovation, Science and Economic Development Canada
C.D. Howe Building
235 Queen Street
Ottawa, Ontario
K1A 0H5
Telephone: 1‑866‑333‑5556