CANADA Trends and Developments Contributed by: Bill Gilliland, Dentons
that it was pausing its review of stakeholders’ comments from the consultation period on its new approaches towards diversity disclosure. No timeline has been provided for any restart of this initiative. On 15 February 2025, the Department of Finance proposed rules for distributing federally regulated financial institutions (FRFIs) under the Bank Act, Trust and Loan Companies Act, and Insurance Companies Act. These proposed regulations will mandate federally regulated financial insti - tutions, including banks, to disclose the diversity composition of their boards and senior manage - ment. The consultation period for the Diversity Information Disclosure Regulations ended on 17 March 2025. It remains to be determined when the new regulations will come into force. Transparency – Beneficial Ownership Recent beneficial ownership disclosure require - ments are showing a trend towards increased transparency, with the goal of assisting law enforcement agencies in targeting potential money laundering and tax evasion. Effective 1 January 2023, the Business Cor - porations Act (Ontario) (OBCA) was amended to require certain private corporations existing under the OBCA to prepare and maintain a reg - ister of individuals with “significant control” over the corporation. Under the OBCA, an individual with significant control is someone who: • is the registered or beneficial owner of, or has direct or indirect control or direction over, any number of shares that carry 25% or more of the voting rights attached to all of the corpo - ration’s outstanding voting shares; • is the registered or beneficial owner of, or has direct or indirect control or direction over, any number of shares that is equal to 25% or
more of all of the corporation’s outstanding shares measured by fair market value; • has any direct or indirect influence that, if exercised, would result in control in fact of the corporation; or • is an individual to whom circumstances pre - scribed by regulation apply. Certain groups, such as individuals with jointly held rights or interests in shares, who are parties to a voting or similar arrangement, and/or having certain familial relationships, are considered on a collective basis towards meeting the thresh - old test for significant control; where a group has met the test, all members are required to be disclosed. For each individual with significant control, the register must include the following information per the OBCA: • name, date of birth and last known address; • jurisdiction of residence for tax purposes; • the date on which the individual became (or ceased to be) an individual with significant control; • description of how the individual meets the definition of significant control; • any other information that may be provided for in regulations enacted in the future; and • a description of the steps taken to identify all individuals with significant control and to ensure that the information in the register is accurate, complete and up to date. The amendments to the OBCA are similar to other corporate transparency initiatives intro - duced by the CBCA and in the provinces of British Columbia, Saskatchewan, Manitoba, Nova Scotia, PEI, Newfoundland and Labrador and, most recently, Quebec. Effective 31 March 2023, the Act respecting the legal publicity of
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