BC Transparency Register: What Every Private B.C. Company Must Record

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If your company is a private company incorporated in British Columbia, you have been legally required to keep a transparency register since 1 October 2020. Not to file it — to keep it, in your records office, listing every individual who ultimately owns or controls the company. Most B.C. companies have never made one. That mattered very little while the register was private. It is about to matter a great deal more, because B.C. has legislated a public, searchable version of it.

This is the register that sits behind your share register. Your central securities register records who holds the shares. The transparency register records who is actually behind those shares — the human beings at the end of the chain of holding companies, trusts and nominees.

What is a BC transparency register?

It is an internal record of the company's significant individuals: the people who ultimately own or control it. Since 1 October 2020, section 119.11 of the Business Corporations Act has required every private B.C. company to prepare and maintain one.

Three things about it surprise people:

You do not send it anywhere. It lives at your records office alongside the minute book. There is currently no filing, no fee, and no confirmation from the registry that you have done it. That is exactly why so many companies have quietly skipped it.

It is not public — yet. Only current directors of the company can inspect it, along with police and the RCMP, the Canada Revenue Agency, the BC Securities Commission, FINTRAC, and the Law Society of B.C. When one of them asks, the company must make the register available at the records office between 9 a.m. and 4 p.m., Monday to Friday, excluding holidays.

It is not the same as your share register. A shareholder is not automatically a significant individual, and a significant individual is not always a shareholder. Someone who controls the company through a holding company, a trust, or an agreement to vote shares a certain way belongs on the transparency register even though their name appears nowhere in your securities register.

A handful of companies are excluded: public companies listed on a stock exchange, wholly owned subsidiaries of public corporations, trust and insurance companies, government corporations, companies owned by a municipality or regional district, independent school operators, and companies owned by an Indigenous nation. If you are a normal private B.C. company — including a benefit company or unlimited liability company — the requirement applies to you.

Who counts as a significant individual?

An individual is significant if they meet any of these tests, whether they hold the interest alone or jointly with others:

• They directly or indirectly own or control 25% or more of the issued shares of the company
• They directly or indirectly own or control shares carrying 25% or more of the votes
• They can appoint or remove a majority of the directors — directly, indirectly, or by exercising "direct and significant influence" over someone who can

That last phrase does most of the work in practice, and it is where companies get it wrong. A founder who transferred their shares to a family trust but still decides who sits on the board is a significant individual. So is a parent who holds no shares at all but instructs the adult child who does. The test is about real control, not the paperwork.

Two rules catch people out:

Trusts are not divided up. If a trust holds 30% of the company, every beneficiary of that trust is listed — you do not split the 30% between four beneficiaries and conclude that nobody hits 25%. They are each treated as holding the trust's full interest.

Indirect chains count. If a numbered holdco owns 40% of your company, the individuals behind that holdco are your significant individuals. You have to trace the chain to the humans at the end of it, however many layers there are. B.C. publishes worked examples of these chains, and they get complicated quickly once two or more intermediate entities are involved.

If you genuinely have no significant individuals — a widely held company where nobody reaches 25% and nobody controls the board — you still keep a register. It records that fact, and the steps you took to reach it.

What information must you record?

For each significant individual:

• Full legal name, date of birth, and last known address
• Whether they are a Canadian citizen or permanent resident
• If they are neither, every country or state of which they are a citizen
• Whether they are a resident in Canada for the purposes of the Income Tax Act
• The date they became a significant individual, and the date they ceased to be one
• A description of how they are a significant individual

You only need to list one reason a person qualifies, even where several apply. But you must record something meaningful — "shareholder" is not a description of how someone exercises control.

The company must also take reasonable steps at least once a year to confirm the information is complete and accurate, and must update the register within 30 days of receiving new or different information. A share transfer, a death, a new shareholders' agreement, or a director change can all trigger an update.

What happens when the register becomes public?

The Business Corporations Amendment Act, 2023 was enacted on 11 May 2023 and creates a public, searchable register of significant individuals. Once it comes into force, private B.C. companies will have to file their transparency register information with the registry, not merely keep it. Anyone will be able to search a private B.C. company and see who is behind it.

The filing obligations will be:

• Within 6 months after the company is incorporated, amalgamated, restored, or continued into B.C.
• Within 15 days of becoming aware of any change to the register
• Annually, within the prescribed period

Publicly visible information is narrower than what you record internally: full name, year of birth, and citizenship. Date of birth and address stay private. Filed information becomes publicly accessible 90 days after filing.

One important caveat on timing. These amendments have not yet been brought into force. The government's own guidance still states there is no requirement to send the transparency register anywhere, and the launch date has already moved once — from 2025 to an expected 2026 — while the registry platform is tested. Treat the public register as coming, not arrived, and confirm the current position before relying on a date. What has not moved is the obligation to keep the register, which has been law since October 2020.

The practical consequence is worth stating plainly: work you have skipped for six years becomes visible the moment filing starts. A company that has never identified its significant individuals cannot file in fifteen days from a standing start — especially if ownership runs through holdcos or a trust.

What are the penalties for getting it wrong?

Under section 427 of the Business Corporations Act, failing to keep a transparency register, or failing to keep it current, is an offence:

Who	Maximum fine
A company	$100,000
An individual	$50,000

Any director or officer who permits or acquiesces in the offence is personally liable for it too — this is not a liability that stops at the corporation.

The coming public-filing rules add further penalties on top: providing false or misleading information carries fines up to $50,000 for an individual and $100,000 for a company, and simply failing to file carries up to $25,000 and $50,000 respectively.

Enforcement of the current requirement has been light, for the obvious reason that a private document nobody files is a hard thing to police. A filing deadline changes that arithmetic completely.

How do you build one?

The work is mostly analysis, not paperwork:

1. Start with the central securities register and the articles. Who holds shares, how many, and what do those shares carry in votes?
2. Trace every corporate or trust shareholder to the individuals behind it. Repeat for each layer until you reach human beings.
3. Apply the three tests — 25% of shares, 25% of votes, or the power to appoint or remove a majority of directors — including "direct and significant influence".
4. Ask the individuals for the required particulars. You need dates of birth, citizenship and tax residency, which means actually contacting them.
5. Record how each person qualifies, with the date they became significant.
6. Store it with your minute book and diarise the annual review.

If your company has one or two shareholders holding shares directly, this is an afternoon's work and you should simply do it. If ownership runs through a holdco, a family trust, or a shareholders' agreement that shifts voting control, the analysis is genuinely difficult and getting it wrong carries a $100,000 exposure.

That is the case for having someone do it properly — and for doing it before the filing deadline exists rather than inside a fifteen-day window.

Related B.C. filings

A transparency register is one part of a compliant B.C. record. The others:

• File your B.C. annual report — due within two months of your incorporation anniversary
• B.C. corporate minute books — the records office set the transparency register belongs in
• B.C. certificate of good standing — proof of compliance for banks and counterparties
• B.C. corporate profile report — the registry's public record of the company
• What it costs to incorporate in B.C.

Frequently asked questions

Do I have to file my transparency register with BC Registries?

Not today. The register is kept at your records office and produced on request to a director, law enforcement, the CRA, the BC Securities Commission, FINTRAC, or the Law Society of B.C. A public filing requirement has been legislated by the Business Corporations Amendment Act, 2023 but has not yet been brought into force. When it is, filing will be required within 6 months of incorporation, within 15 days of any change, and annually.

Who is a significant individual in a B.C. company?

Anyone who directly or indirectly owns or controls 25% or more of the issued shares, or shares carrying 25% or more of the votes, or who can appoint or remove a majority of the directors — including through "direct and significant influence" over someone who can. Interests held jointly count together, and interests held through holding companies or trusts are traced to the individuals behind them.

What if my company has no significant individuals?

You still keep a transparency register. It records that the company has no significant individuals and describes the reasonable steps taken to reach that conclusion. An empty register is a compliant register; a missing one is not.

How often does the transparency register need updating?

Within 30 days of receiving information that is new or different, and the company must take reasonable steps at least once a year to confirm the register is accurate and complete. Share transfers, deaths, new shareholders' agreements and changes in board control all trigger a review.

What is the penalty for not having a transparency register in B.C.?

Under section 427 of the Business Corporations Act, a company faces a fine of up to $100,000 and an individual up to $50,000. Directors and officers who permit or acquiesce in the failure are personally liable. The coming public-filing rules add separate penalties for failing to file and for filing false information.

Is the transparency register the same as the central securities register?

No. The central securities register lists registered shareholders — the names on the share certificates. The transparency register lists the individuals who ultimately own or control the company, which may be entirely different people if shares are held through a holdco, a trust, or a nominee. Both are required, and both belong in the records office.

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Turnaround: 1 business day from order. Price: $299 + applicable tax — all-in, including the ownership-chain analysis and the completed register in your records-office format.

Need it built? Order a transparency register → or search your corporation to confirm its details first.