Forward Regulatory Plan: 2021 to 2023– Corporations Canada
- Amendments to the Formal Documents Regulations
- Amendments to Canada Business Corporations Regulations, Canada Cooperatives Regulations and Canada Not-for-profit Corporations Regulations as a result of Bill C-25
- Amendments to Canada Business Corporations Regulations related to the Individual with Significant Control (ISC) Register
- Amendments to Canada Business Corporations Regulations related to well-being and remuneration as a result of Bill C-97
Regulatory Initiative: Amendments to the Formal Documents Regulations
Enabling act(s)
Description
A review of the Formal Documents Regulations was conducted by Corporations Canada to modernize the Regulations and to remove obsolete provisions. The review has resulted in proposed amendments to the Regulations. The changes will only affect the machinery of government and have the objectives of:
- streamlining the Registrar General of Canada's duties;
- eliminating unnecessary provisions, such as commissions for consuls generals and vice consuls; and
- clarify the rules for the issuance of commissions in relation to appointments to federal commissions, boards and corporations including which seal is used and which federal commissions, boards and corporations are affected.
Regulatory cooperation efforts (domestic and international)
The proposal is unrelated to a work plan or commitment under a formal regulatory cooperation forum.
Potential impacts on Canadians, including businesses
This is an internal government administrative issue so there are no expected impacts on Canadians.
Consultations
These amendments will only affect the machinery of government and are of an administrative nature. Accordingly, there are no public consultation opportunities planned. Treasury Board of Canada Secretariat approval will be sought for exemption to Canada Gazette Part I pre-publication.
Further information
There is no further information available.
Departmental contact information
Corporations Canada
If you wish to contact the department, please use the following:
By phone: 1-866-333-5556
By email: ic.corporationscanada.ic@canada.ca
Date the regulatory initiative was first included in the Forward Regulatory Plan
April 2016
Regulatory Initiative: Amendments to Canada Business Corporations Regulations, 2001, Canada Cooperatives Regulations and Canada Not-for-profit Corporations Regulations as a result of Bill C-25
Enabling act(s)
Canada Business Corporations Act
Canada Cooperatives Act
Canada Not-for-profit Corporations Act
Description
Bill C-25 An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act and the Competition Act addressed various corporate governance issues. While parts of the Bill have already come into force, some of its provisions require regulatory amendments before they can come into force. The provisions related to diversity disclosure have come into force January 1, 2020. The provisions related to communication with shareholders (called notice and access) require further examination.
The remaining provisions, such as those related to election of board members and retention of documents require regulations to be brought into force. There are also regulatory amendments required that are of an administrative and technical nature, such as fixing time periods (for example, 90 days for the pre-approval of a corporate name and 90 to 150 days before the anniversary of the previous annual meeting as the time period for sending shareholder proposals to the corporation).
Regulatory cooperation efforts (domestic and international)
The proposal is not part of a formal regulatory cooperation initiative.
Potential impacts on Canadians, including businesses
There may be business impacts although most of the amendments will only apply to distributing corporations. The "One-for-One" Rule and/or the Small Business Lens may apply.
Consultations
When Bill C-25 was before Parliament, information on potential regulations was posted on ISED's website as Notice – Bill C-25 proposed regulations. The draft regulations were published in the Canada Gazette Part 1 on March 27, 2021 for a 30 day consultation period. A notice about the publication in the Canada Gazette Part 1 was sent to stakeholders and was posted on the website.
Further information
Information on the proposed regulations is posted on ISED's website as Notice – Bill C-25 proposed regulations.
A copy of Bill C-25 An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act and the Competition Act is available on the Parliamentary website.
Departmental contact information
Corporations Canada
If you wish to contact the department, please use the following:
By phone: 1-866-333-5556
By email: ic.corporationscanada.ic@canada.ca
Date the regulatory initiative was first included in the Forward Regulatory Plan
April 2019
Amendments to Canada Business Corporations Regulations related to the Individual with Significant Control (ISC) Register
Enabling act(s)
Canada Business Corporations Act
Description
The objective of the amendments is to bring further clarity to the ISC regime. Specifically, to respond to the feedback received since the coming into force of the provisions, ISED is considering using the regulatory authority set out in the Canada Business Corporations Act which includes:
- prescribing classes of corporations that are not subject to the requirements to create and maintain an ISC Register;
- prescribing steps to be taken if a corporation is unable to identify any individuals with significant control over the corporation; and
- prescribing steps to be taken by a corporation for the purposes of updating the ISC Register.
Regulatory cooperation efforts (domestic and international)
Increasing corporate transparency has been an ongoing international concern. In recent years, many nations have committed to beneficial owner transparency under: the Financial Action Task Force (FATF) of the OECD; the Global Forum on Transparency and Exchange of Information for Tax Purposes; and various G8 agreements.
In 2017, federal, provincial and territorial Finance Ministers in Canada formally agreed to strengthen beneficial transparency, and have since committed to pursuing amendments to their corporate statutes to require corporations to hold accurate and up-to-date information on beneficial owners that would be available to relevant authorities.
Potential impacts on Canadians, including businesses
The amendments are expected to be well received in the corporate community. They will bring further clarity to the obligations as they are currently set out in the Canada Business Corporations Act. This should also result in a more consistent application of the requirements.
Consultations
A consultation paper was be released in March 2020 with deadline for comments of June 30, 2020. A notice about the consultation will be sent to stakeholders and will be posted on ISED's website.
The results of the consultations are being analyzed to make decisions on how this proposal will proceed including what regulations if any will be proposed and whether any further consultations are required.
Further information
Information will be posted on ISED's website once available.
Departmental contact information
Corporations Canada
If you wish to contact the department, please use the following:
By phone: 1-866-333-5556
By email: ic.corporationscanada.ic@canada.ca
Date the regulatory initiative was first included in the Forward Regulatory Plan
New
Amendments to Canada Business Corporations Regulations related to well-being and remuneration as a result of Bill C-97
Enabling act(s)
Canada Business Corporations Act (CBCA)
Description
Bill C-97 Budget Implementation Act, 2019, No. 1, received Royal Assent on June 21, 2019 and made amendments to the CBCA including new disclosure requirements.
The amendments include the following:
- the requirement for prescribed corporations to present their approach on remuneration of directors and senior management to shareholders each year, conduct a non-binding vote on it, and disclose the results;
- the requirement for prescribed corporations to place before shareholders, at every annual meeting, information relating to the recovery of incentive benefits or other benefits paid to directors or senior management; and
- the requirement for prescribed corporations to annually provide shareholders with information regarding the well-being of employees, retirees and pensioners.
There are specifics of each of these requirements that need to be set out in the regulations in order for the provisions to come into force.
Regulatory cooperation efforts (domestic and international)
The proposal is unrelated to a work plan or commitment under a formal regulatory cooperation forum.
Potential impacts on Canadians, including businesses
The amendments are intended to strengthen corporate social responsibility and increase transparency and accountability.
There will be impacts on those corporations that are required to disclose information on well-being and conduct say-on-pay votes. The consultations and analysis of the potential amendments will include potential impacts.
Consultations
A consultation paper was released January 29, 2021 with a deadline for comments of March 31, 2021. The results of the consultations will be analyzed to make decisions on how this proposal will proceed including what regulations if any will be proposed and whether any further consultations are required.
Further information
Information will be posted on ISED's website once available.
Departmental contact information
Corporations Canada
If you wish to contact the department, please use the following:
By phone: 1-866-333-5556
By email: ic.corporationscanada.ic@canada.ca
Date the regulatory initiative was first included in the Forward Regulatory Plan
New
Consult ISED's acts and regulations web page for:
- a list of acts and regulations administered by [department name]
- further information on ISED's implementation of government-wide regulatory management initiatives
Consult the following for links to the Cabinet Directive on Regulation and supporting policies and guidance, and for information on government-wide regulatory initiatives implemented by departments and agencies across the Government of Canada:
To learn about upcoming or ongoing consultations on proposed federal regulations, visit:
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