Please note that new provisions of the Act respecting the legal publicity of enterprises (the “ALPE”) came into effect on March 31, 2023. Below is a summary of these provisions and how to comply with them.
The new obligations
Companies must now disclose to the Registraire des entreprises du Québec (the “REQ”) information relating to “ultimate beneficiaries” as well as the following information on all persons (directors, officers, shareholders, and ultimate beneficiaries):
- Full name;
- Domicile (personal and business address of the individual if he/she does not wish to make his/her home address available to the public);
- Date of birth (however, this information will not be published in the REQ and will therefore not be public);
- Photo ID
Companies will also be required to provide the following information regarding ultimate beneficiaries:
- Date on which it became and/or ceased, as the case may be, to be an ultimate beneficiary; and
- Type of control exercised by an ultimate beneficiary or the percentage of shares or units held or beneficially owned.
How do you comply?
Exceptionally this year, your annual update cannot be filed simultaneously with your Quebec income tax return. Here are the 3 options available to you to comply with these new requirements:
- If you already have a corporate lawyer who updates your minute book annually, he is certainly the best person to support you with these new requirements, so we suggest you contact him if you haven’t already done so;
- If your situation is simple enough, and you are already familiar with the REQ online portal, you can update the new information yourself each year.
- If you don’t have a corporate lawyer and feel that you are unable to comply with these new requirements on your own, we have partnered with CGB Légal inc. who will be able to guide you through the process. If you are interested in this option, please click on the following link to complete the form, and someone will be in touch with you shortly: https://forms.office.com/r/nZmvFBU68t
It’s important to comply with the new requirements, as failure to do so may result in penalties ranging from $500 to $25,000 from REQ.
Note that if there are no changes in shareholding or directors the following year, you won’t need to hire a lawyer for your annual REQ update. You can file it with your Québec income tax return, indicating that no changes have been made to the Enterprise Registrar.
If you have any questions regarding the above, please contact your LCA advisor.