44th Parl. 1st Sess.
March 31, 2023 10:00AM
moved that Bill C-42, An Act to amend the Canada Business Corporations Act and to make consequential and related amendments to other Acts, be read the second time and referred to a committee.
He said: Madam Speaker, I am pleased to be here this morning to talk about Bill C-42, which is a very important bill. I am pleased to have the opportunity to speak to Canadians about the important role Bill C-42 will play in combatting money laundering and bringing greater transparency to corporate Canada.
Today, I am proud to speak to Bill C-42, which deals with amendments to the Canada Business Corporations Act as well as other acts, to create a public beneficial ownership registry for businesses incorporated federally. Our government is committed to a robust and effective regime that will combat money laundering and tax evasion, improve Canadians' trust in the marketplace and make Canada a leader in corporate transparency. Creating a free, public and searchable registry of beneficial owners of federally regulated Canadian corporations would increase corporate accountability and improve public trust in corporate institutions.
Why do we need a public beneficial ownership registry?
Corporations are the driving force behind our economic growth, innovation and competitiveness. They are the primary source of jobs and prosperity for Canadians. They are the means for entrepreneurs to make strategic investments and take calculated risks without jeopardizing their financial stability.
Unfortunately, bad actors can misuse the legal structures of corporations to engage in illicit activities such as money laundering, corruption and tax evasion. Corporate entities can be misused to avoid economic sanctions and to impair the tracing or freezing of assets. This reprehensible conduct can in turn have serious negative consequences for Canadians, notably impacting crime rates and tax revenues. For these reasons, Canada's federal and provincial finance ministers agreed in 2017 to pursue legislative amendments to improve transparency with regard to the individuals who ultimately control businesses incorporated in Canada.
Shortly thereafter, the Canada Business Corporations Act was amended to require federal corporations to hold accurate, up-to-date information on their beneficial owners. Additional changes were enacted to allow law enforcement and tax authorities to requisition this information when they believed it would be relevant to an investigation. All of these changes came into force in 2019. Since then, nearly all provinces have followed suit and enacted similar amendments in their respective jurisdictions, and now our government is taking a significant step toward a more transparent marketplace.
Through this bill, we are seeking to implement a pan-Canadian registry of the beneficial ownership information collected by corporations. This is a bold and significant undertaking that we are doing as a government.
First and foremost, it would strengthen Canada's efforts to prevent and combat financial crimes by providing law enforcement agencies with timely leads on potential suspects, witnesses and evidence. The registry would also facilitate tax administration and the identification and seizure of suspected proceeds of crime and terrorism financing. More generally, the registry would improve corporate accountability and thus help protect the public, improve trust in business institutions and ensure a well-functioning marketplace.
Simply put, increasing beneficial ownership transparency will enhance Canada's good international reputation as a safe, fair and competitive place to do business and provide even greater legitimacy to law-abiding Canadian businesses.
Unfortunately, over the years, some individuals have managed to take advantage of Canada's corporate framework to try to hide assets and hide other criminal activity. We need to work together to tackle this unacceptable practice.
In budget 2022, our government announced plans to accelerate the creation of a public beneficial ownership registry. Obviously, since corporate law is a shared jurisdiction, the registry will apply to the approximately 500,000 entities governed by the Canada Business Corporations Act. However, in developing the registry, we will ensure that provinces and territories that agree to join forces with us to combat tax evasion will have access to that shared data.
I will note what Bill C-42 would amend.
The amendments proposed in Bill C-42 represent the second series of changes to the Canada Business Corporations Act in relation to the creation of the registry. The first series of amendments, which were adopted by Parliament last June, would require federally incorporated companies to proactively submit information on their beneficial owners to Corporations Canada on an annual basis or when a change of control occurs. They would also allow Corporations Canada to disclose all or part of that information to an investigative body, the Financial Transactions and Reports Analysis Centre of Canada, otherwise known as FINTRAC, and other prescribed entities.
Furthermore, the amendments proposed in Bill C-42 would require corporations to collect and send additional information about their individuals of significant control, namely residential address and citizenship. They would also require that Corporations Canada make publicly available a portion of this information, while introducing an exemption regime for certain at-risk individuals, including minors. The bill also includes protections for whistle-blowers, bolsters investigation powers of Corporations Canada and creates new penalties to ensure robust compliance with the new regime.
Bill C-42 further proposes consequential amendments to other federal statutes, namely the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and the Income Tax Act, to facilitate information sharing and data validation in order to maintain the accuracy of the information in the registry.
Let me elaborate now on a few key features of the upcoming registry that deserve highlighting.
First, Bill C-42 would adopt a charter-compliant, made-in-Canada balance between corporate transparency and the protection of privacy. A number of key elements of information, including the name and address of each individual with significant control, would be publicly accessible and searchable. Other more sensitive data points, such as date of birth and citizenship, would only be available to law enforcement and certain authorized entities.
In addition, Bill C-42 proposes to permit exemptions from publication for minors as well as individuals who are incapacitated or who fear for their safety. All in all, this would ensure the registry is useful to foreign law enforcement agencies and regulated entities under anti-money laundering legislation, as well as media and not-for-profit organizations, while ensuring that it is not being misused for fraud, discrimination or other nefarious activities.
Second, the government is making a significant effort to ensure the integrity of the data available to law enforcement and the public. The experience of other jurisdictions has shown that the value of a registry is directly correlated to the accuracy of the data it contains. If the information is not current or reliable, police, tax authorities and financial intelligence analysts will stop relying on it, which would defeat the purpose.
For that reason, the government is proposing a rigorous system to ensure compliance, and it will include administrative and criminal penalties.
For example, companies that fail to provide information about beneficial ownership to Corporations Canada may be prevented from obtaining a certificate of compliance, which is often required to support a loan application or to enter into a contract with a supplier or even a potential buyer.
Corporations Canada also has the power to carry out the administrative dissolution of a business, which is a powerful deterrent to repeated and extended lack of compliance.
From a criminal law perspective, an administrator or manager of a business who knowingly violates the requirements for beneficial ownership transparency could be fined up to $200,000 or be sentenced to six months in prison. These are among the harshest penalties in the world for this type of offence.
The government is also taking a robust ecosystem approach to data verification and validation. The director of Corporations Canada would, to begin with, be empowered to request proof of the steps taken by a corporation to verify its beneficial ownership information, enabling the creation of a risk-based audit system. Whistle-blowers would be explicitly protected to incentivize the disclosure of corporate wrongdoings, and consequential amendments would ensure that the information can be cross-referenced with relevant data collected by the government pursuant to the Income Tax Act and the Proceeds of Crime (Money Laundering) and Terrorist Financing Act.
Third, I want businesses to know that we have made and will continue to make every effort to limit the administrative burden of the new requirements. The government is well aware that the vast majority of business corporations are small and law-abiding and wants to ensure Canada remains a place of choice to invest and grow.
The bill would minimize the administrative burden by leveraging existing intake and reporting mechanisms that businesses incorporated federally are already familiar with. Corporations would, for example, have to report their beneficial owners on an annual basis, which aligns with the annual updates they are already required to file on other corporate matters. The requirement for corporations to report information within 15 days of a change also aligns well with the requirement already in place for directors.
The government would also assist corporations by publishing guidance documents and engaging in education efforts to ensure corporations are not unwittingly failing to comply with their new obligations.
Now let us talk a little about collaboration with the provinces and territories.
We started working on beneficial ownership transparency with the provinces and territories just over five years ago, and that successful collaboration continues to this day.
We recognize that corporate law is an area of shared jurisdiction and that any legislative amendment to facilitate the collection of information on beneficial ownership under that umbrella would ultimately be up to the discretion of each legislature within the Canadian federation.
That being said, we are very aware of the importance of maximizing coverage to ensure that the pan-Canadian registry reaches its full potential.
That is why we are working hard to ensure that the federal registry is scalable and provides access to the beneficial ownership data held by provinces and territories that agree to participate, as we committed to doing in budget 2022.
I am pleased to see that the Government of Quebec will soon launch its own beneficial ownership registry, and my department is in regular contact with the Quebec teams to ensure the interoperability of our registries.
One of my colleagues in the House even told me that the registry was online as of today. We will do the same with all of the provinces and territories that have this same objective of enhancing corporate transparency.
Let me say a word about international best practices. Canada is working closely with many of its international counterparts that have introduced or are about to introduce a beneficial ownership registry. The majority of the G7 and Five Eyes countries, as well as 112 other countries, have promised to put this in place, but few have finalized the implementation. With financial crimes being increasingly cross-border, which I think all colleagues can agree on, we need to contribute to the global fight against these crimes.
Indeed, as a founding member of the Financial Action Task Force, which is the intergovernmental standards-setting body for financial transparency led by the G20, it is incumbent upon Canada to act in tandem with other countries and international partners to stem further proliferation of illicit corporate activity. Strengthening beneficial ownership transparency, as we are doing through this bill, would allow Canada to do its part in the global fight against financial crimes and align with international best practices.
Let me conclude with a few remarks.
The government has committed to protecting Canadians from money laundering, terrorist financing and tax evasion and avoidance, while ensuring that Canada remains an attractive place to do business.
Making beneficial ownership information publicly available supports broader corporate transparency, good governance and trust. Police and tax authorities will have ready access to the data they need to enforce the law; regulated entities such as banks and realtors will have a new tool to support their due diligence obligations; investigative journalists and NGOs will be better equipped to trace ownership across entities and jurisdictions; and entrepreneurs and consumers will know whom they are doing business with, injecting more trust in the marketplace.
We are already hearing from transparency organizations that this bill would be a massive blow to money launderers. I call on my colleagues in the House from all sides to join forces and support it. I think Canadians expect that from all of us.
I encourage all parties to support Bill C-42 and work with the government to ensure that it is passed quickly. I think that is necessary and it is exactly what Canadians want. The sooner the legal framework is in place, the sooner we can launch the registry and reap the benefits of enhanced transparency.
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- Mar/31/23 10:27:43 a.m.
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Madam Speaker, corporations exist basically to allow individuals to channel their capital for the benefit of making profits. I think the corporation as we know it came into existence in the 1844 act in Britain, and the shareholders were granted limited liabilities in 1855. In 1866, the United States code declared that a corporation is a natural person.
The key thing that I want to focus on is the tax evasion and tax avoidance. Supreme courts around the world have ruled on the difference between tax avoidance and tax evasion and identified that if there is any transaction in the process followed by an individual or a corporation that does not have any impact other than to reduce or eliminate tax, the transaction can be declared null and void.
Coming back to the corporations here, why should the public not be aware of individuals who are investing money into corporations, including their citizenship being known? It is not the fundamental right of any individual that he or she can be a shareholder. It is a privilege offered by the states through various acts, so why should the public not be aware of individuals who are the shareholders, including their citizenship—
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Madam Speaker, I thank the minister for tabling this bill today.
We are here today to debate Bill C-42, an act to amend the Canada Business Corporations Act and to make consequential and related amendments to other acts. The government's stated objective in introducing this legislation is to protect Canadians against money laundering and terrorist financing, deter tax evasion and tax avoidance, and make sure Canada is an attractive place to conduct business.
The Conservatives support the concept of a national public registry of beneficial owners of companies. This is an important tool in the fight against money laundering and terrorist financing. The Cullen commission in British Columbia has also called for the creation of such a registry. Created in 2019 by Premier John Horgan in response to four reports highlighting the alarming number of money laundering cases in my province, the Cullen commission made 101 recommendations. Recommendation 52 called on the province to work with its federal, provincial and territorial partners to ensure that, by the end of 2023, a publicly accessible, pan-Canadian corporate beneficial ownership registry is in place.
However, much can be done to improve this bill and guarantee that it is effective. The Conservatives believe that in order to reach the objectives of this registry, the bill must be amended. First, the government must work with the provinces and territories to ensure that it is a pan‑Canadian registry. Second, there must be harsher sanctions for contravening the Canada Business Corporations Act, or the CBCA. Third, the threshold for significant control must be lowered. Fourth, the functionality of the public registry must be clarified.
In budget 2018, as the minister noted, the government amended the CBCA to introduce requirements for corporations to maintain a registry of individuals with significant control of the corporation. “Significant control” is defined as someone owning or controlling at least 25% of a corporation's shares. Budget 2022 added a requirement that corporations provide their registers to the government every year and to report any new information to the registry within 15 days. This bill would require Corporations Canada to make public some of the information collected under the 2022 reporting requirements.
Conservatives have long called for more action to combat money laundering and terrorist financing, so it is good to see the bill tabled in Parliament today. However, as I noted in French, there are many gaps in the legislation, and it is our objective to see some concrete amendments and considerations brought forward to this bill at the committee stage.
I wanted to take a minute to talk about the impact and history of money laundering. For far too long, Canada has had a reputation as a safe haven for dirty money. Our current laws that in place to combat money laundering and the proceeds of crime are perceived internationally as being weak. This has led to a wave of dirty money being laundered in Canada, particularly in my home province of British Columbia. Casinos, real estate, businesses and more have long been used to launder money in B.C., and the RCMP, local law enforcement and FINTRAC, in some cases, have been almost powerless to stop it.
When the Panama papers were leaked in 2016, it was exposed that international criminals have long exploited the gaps in Canada's corporate beneficial ownership regulatory scheme to engage in corrupt conduct through federally, provincially and territorially administered corporations. Organizations such as Transparency International have been calling on Canada to create a public registry of corporate beneficial ownership for a long time. As I noted in French, the Cullen Commission in B.C. has also called for this registry. Among the recommendations was a pan-Canadian registry to be established in 2023.
The commission's report highlighted how drug dealers utilize numbered corporations to stash death money from the fentanyl trade, then take that drug money and put it into the housing market in British Columbia, which has led, in some cases, to prices being driven up. Had a registry been in place sooner, perhaps less money from drug deals would have been laundered and perhaps it could have prevented lives from being lost. A corporate registry does have a lot of consequences, and that is why our party supports it.
Now I will briefly get into some of the shortcomings we see in this bill. The first is the lack of any requirement of the government to seek information-sharing agreements with the provinces and territories so the registry can be effective. The corporate registry will be only as strong as the provinces and territories that opt into it. Without them on board, this registry would only apply to about 5% of corporations in Canada. Thankfully, some provinces and territories have already taken the lead on this front and have been implementing registries since the changes to the CBCA were announced in last year's budget. Without all of them on board, criminals will just take their dirty money to the jurisdiction with the least strongest regulations.
It is my hope that, at committee, amendments will be adopted to ensure the federal government is required to pursue agreements with the provinces and territories on information sharing to ensure the registry is truly pan-Canadian and interoperable. I can note that, with many of the registries in place, there is a varying degree of information shared. Many do follow the amendments put forward in budget 2022, but I still think there is a lot of work we can do to make sure our registry is comprehensive.
The second is that we need to look at strengthening some of the penalties. Parliament needs to consider the registry in the context of the ability of law enforcement to combat the use of illegal funds. The current penalties under the CBCA, and the new ones proposed in Bill C-42, may be too weak to have the desired effect. We must ensure that corporations are compliant with the rules for the registry to be effective. The government should consider strengthening the penalties and making some offences indictable. Many of the fines could simply now be perceived by some corporations using illicit funds as the cost of doing business.
Another issue with the penalties is that they do not punish corporations that violate the act nearly as strongly as they do individuals. All of the offences that currently exist, and those proposed in this bill that apply to corporations, are punishable by a fine of I believe $5,000. However, the strongest penalty applying to individuals is found under section 21.4 of the CBCA, which has a fine not exceeding $200,000 and a term of imprisonment of six months, as the minister also mentioned. We must ensure that corporations that do not comply with these regulations are held just as accountable as the individuals involved. A $5,000 fine would be chump change for some people who would be affected under this proposed bill.
We need to also look at the threshold for disclosure. The CBCA currently defines significant control under section 2.1 as an individual who owns or controls a significant number of shares in a corporation, which is defined as 25% or more. This is quite a high threshold. Currently, security regulators in Canada, for example, Ontario Securities Commission, have a set threshold of just 10% for public disclosure requirements. Regardless of where we set the threshold, people will try to avoid reporting by ensuring their ownership or control is slightly below it. There are lots of ways for individuals with significant control to pass by the threshold. However, a lower threshold means fewer opportunities for criminals to simply slip under the radar.
We also need to be cognizant of how this will apply in the context of stacked ownership structures and trusts. It would be wise of the House to consider aligning these regulations with those currently imposed on publicly traded companies by amending this bill to change the threshold to 10% and look at the impact of trusts in very close detail at the committee stage.
We also need to look at the functionality of the registry. When it comes to how this registry will work and what information will be made available to the public, this bill is concerningly quiet. It does outline in section 21.303:
(1) The Director shall make available to the public the following information sent to the Director under section 21.21 for each individual with significant control:
(a) their name;
(b) their address for service, if it has been provided to the corporation;
(c) their residential address, if their address for service has not been provided to the corporation;
(d) the information referred to in paragraphs 21.1(1)(c) and (d); and
(e) any other prescribed information.
The first issue here lies in paragraph (e). What exactly does it mean by “prescribed information”? This needs clarification, as the information made publicly available must keep in mind privacy interests. I will note the minister did partially answer my question during his debate when he said citizenship would not be required in the registry. I will take a moment to comment on that.
What if an individual in another country who does not reside in Canada has a corporation in Canada? Should citizenship information in the context of a foreign owner of a Canadian corporation apply or, as another member in the House of Commons mentioned, in the case of a stacked corporation where certain shares of the company are owned by an individual in another country, should citizenship information be applied in that context? In the context of terrorism and money laundering, perhaps it would be to our benefit in some cases where citizenship is, indeed, known.
I look forward at the committee stage to really delve into this in detail because I think everyone in Canada wants to get this registry right. Everyone in Canada wants to give our law enforcement the tools it needs to finally begin combatting money laundering. We have seen the impact of it in British Columbia. We have seen the empty condos and the illicit funds from the drug trade being used, through corporations, to launder that money. We need to move away from what many people call the “Vancouver model” to take action right now. The commitment of the Conservative Party is to work with the government to ensure that our laws are strengthened, and that fewer lives are lost because of the drug trade, by establishing some form of a beneficial ownership registry.
Finally, I would like to touch upon how the registry would function. The bill is very vague in what prescribed circumstances would be. Will law enforcement still be able to access the information of those exempted for the purposes of an investigation? Another issue with the guidelines for the registry are the exemptions that have been put in place. We do know, as the minister mentioned after my question, that it would not apply to people 18 years of age or younger, but we need to strengthen the language around exemptions.
In closing, this bill is a good first step. That is why the Conservatives will be supporting it at second reading. However, key oversights must be addressed during the committee process. We must ensure that the penalties for violating the act are strong enough, and I am not certain that summary convictions are strong enough. We must ensure that law enforcement and FINTRAC have the ability to easily access the information they need to track down those laundering money and financing terrorism. We must ensure that corporations involved in criminal activities are held just as accountable as individuals, and for the registry to be effective, we must make the participation of provinces and territories a key priority.
I look forward to working with my colleagues on the industry committee to strengthen this bill and ensure it truly provides transparency to the public and gives law enforcement the tools necessary to track down money launderers and those funding terrorism. More must be done to reduce the risk of corporations being misused for illicit activities such as money laundering and tax evasion.
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- Mar/31/23 10:48:53 a.m.
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Madam Speaker, there are a number of areas of clarification, in my mind, that need to be addressed, and perhaps it would be done through committee.
One is the type of asset that is caught by this legislation. For example, a beneficial owner is someone for whom an asset is held in trust. There could be shares of a corporation held in trust by a shareholder for someone else, whether that shareholder is an individual or a corporation. Also, the assets of a corporation could be held in trust for an owner or a group of owners.
One of the things that I would like to have clarified is whether this just applies to shares being held in trust for beneficial owners or if it actually applies to the assets of a corporation that are held in trust for owners. What happens, for example, when those beneficial owners, in turn, decide to set up trust arrangements with other people holding their beneficial ownerships in trust for others?
Second, there are 500,000 corporations under the CBCA. There could literally be tens of millions of these trust arrangements in existence across the country. What resources would be dedicated to making sure we could track them?
Finally, I was a little concerned that personal addresses would be published. Most of these trust arrangements are legitimate business practices and a much smaller number are for money laundering. I just want to highlight that—
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- Mar/31/23 10:51:20 a.m.
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Madam Speaker, I agree with my hon. colleague on the question of disclosing the citizenship of the shareholders of a corporation. There should not be any legal protection offered to foreigners who invest in Canadian corporations. We have been seeing that corporations are being incorporated with no other purpose than to have transactions and processes that lead to nothing but tax avoidance and, in some cases, even to money laundering.
I want to touch on something the member mentioned about the significant shareholding and the threshold, which is 25% in some jurisdictions and 10% in some jurisdictions. As the member very clearly stated, that is a loophole where, very easily, five people could form a corporation with 20% each or 11 people could form a corporation. Therefore, should there be any threshold at all that prevents the disclosure of the beneficiary?
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