Québec’s New Transparency Rules for Businesses’ Ultimate Beneficial Owners

Summary

The Loi visant principalement à améliorer la transparence des entreprises came into force in Québec on March 31, 2023, imposing new obligations on businesses in the province. The law requires businesses to disclose information about their ultimate beneficial owners (UBOs) to the Registraire des entreprises. UBOs are individuals who possess voting rights, fair market value of shares, or de facto control over the business. Certain entities are exempt from disclosing their UBOs. The information disclosed will be accessible to the public, except for the date of birth and, in some cases, the home address.

On March 31, 2023, the Loi visant principalement à améliorer la transparence des entreprises (Act mainly to improve the transparency of enterprises) came into force in Québec, imposing new obligations for businesses in the province.

The new law modifies the Loi sur la publicité légale des entreprises (Act respecting the legal publicity of entreprises) and seeks to increase corporate transparency, namely by requiring businesses to provide to the Registraire des entreprises (the “REQ”) information about their bénéficiaires ultimes, i.e. ultimate beneficial owners (“UBO”).

An UBO is, namely, any individual who:

• possesses at least 25% of voting rights;
• possesses at least 25% of the fair market value of all shares; or
• has enough influence to exercise de facto control of the business.

All UBOs of a business must be disclosed, although some entities such as non-profit organizations, legal persons established in public interest, public corporations, financial institutions and trust companies are not required to disclose their UBOs. For every UBO, the following information is required to be communicated to the REQ:

• names and aliases;
• home address (and optionally, business address);
• date of birth;
• type of control exercised or percentage of shares, interests, or units held;
• date at which he/she became an UBO and date at which he/she ceased to be one.

Most of this information will be accessible to the public, with the exceptions of the date of birth and, in cases where a business address is provided, the home address. The names and home addresses of minors are also hidden from public access.

By providing access to shareholder information, the Province of Québec was already the only Canadian corporate jurisdiction that required public disclosure of the names and domiciles of the three principal shareholders. The province again takes the lead by forcing disclosure of corporations’ UBOs. For now, in the rest of Canada, the identity of UBOs for privately held companies is not a matter of public record.

Entities doing business in Québec should ensure to conduct a proper examination of their organizational structure, so as to correctly and fully disclose the information required by the new transparency rules. Any failure to do so can lead to immediate revocation of the business’ registration under the REQ, as well as to fines ranging from CAD 1,000 to CAD 40,000.

The new rules only require the businesses themselves to take the necessary measures to confirm the identities of their UBOs. Professional advisers do not have any due diligence obligations in this regard.