Bill C-42

An Act to amend the Canada Business Corporations Act and to make consequential and related amendments to other Acts

This enactment amends the Canada Business Corporations Act to, among other things,
(a) require the Director appointed under that Act to make available to the public certain information on individuals with significant control over a corporation;
(b) protect the information and identity of certain individuals;
(c) add, or broaden the application of, offences and provide the Director with additional enforcement and compliance powers; and
(d) add regulatory authority to prescribe further requirements in certain provisions.
It also makes consequential and related amendments to other Acts.

Canada Business Corporations Act

[Gabriel Ste-Marie, Bloc, Joliette, QC]

Madam Speaker, I thank my colleague for his speech. I want to point out that his French is very good, and tell him that I really appreciate the fact that he gave part of his speech in French.

I was also impressed with the quality of his speech and the research and thought that went into it. Like him, I recognize that Bill C‑42 is a step in the right direction, but that there is still much to do to tackle money laundering, crime and the use of tax havens.

My colleague raised certain concerns. He spoke about possible amendments to be made to Bill C‑42 to improve it. I would like him to present them again and provide a brief explanation.

[Brad Vis, Conservative, Mission—Matsqui—Fraser Canyon, BC]

Madam Speaker, some of these amendments would seek to determine the role of the provinces and territories in guaranteeing the interoperability of this registry. We must also study the Canada Corporations Act threshold.

[Daniel Blaikie, NDP, Elmwood—Transcona, MB]

Madam Speaker, I would like to thank the hon. member for Mission—Matsqui—Fraser Canyon for his remarks, both for their substance as well as for their tone. So far, this morning's debate has been a great example of what we could accomplish as legislators if we avoided the temptation of hyperbole and we focused on the content of legislation.

The member talked a little about penalties and judging whether the penalties that are in the initial draft of the legislation are adequate. I wonder if he wants to speak a little more to that question. Perhaps he could give the House some sense of whether there are existing standards he thinks we should be looking to in order to come up with appropriate penalties and how we might determine adequate penalties.

[Brad Vis, Conservative, Mission—Matsqui—Fraser Canyon, BC]

Madam Speaker, regarding penalties, I want to think of the worst-case scenarios. For years, we have heard so many stories in British Columbia about why the Cullen Commission was put in place, about the impact of money laundering and the billions of dollars that have been laundered into corporations, largely at the provincial level.

I do not want any fees or penalties to be seen as the cost of doing business for certain corporations. We need to look at strengthening those penalties. We need to hear from a suite of experts in law enforcement, maybe experts from FINTRAC and law enforcement at CSIS, to ensure that we get this right and that we use this tool to provide some trust for Canadians in our law enforcement institutions to be able to make a difference.

I do not have specifics. All I know is that, at $200,000 or in some cases $5,000, it would be seen as the cost of doing business. We want to make it actually hurt when someone tries to break the law in Canada.

[Marty Morantz, Conservative, Charleswood—St. James—Assiniboia—Headingley, MB]

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—

[The Assistant Deputy Speaker (Mrs. Alexandra Mendès), Liberal, Alexandra Mendes]

I have to give the hon. member for Mission—Matsqui—Fraser Canyon the time to answer.

[Brad Vis, Conservative, Mission—Matsqui—Fraser Canyon, BC]

Madam Speaker, I appreciate that very important question from my colleague from Winnipeg. One of the big gaps in this legislation is in clarifying the relationship between significant interests and the role trusts play in corporate structures at all levels of corporate registries in Canada right now and the impact that would have on the interoperability and the overall effectiveness of a corporate registry as we move forward. The member also pointed out the significance of this registry in the context of those provincial bodies. We need to make sure that there is interoperability, of course, to ensure its effectiveness in completing its stated goals.

[Chandra Arya, Liberal, Nepean, ON]

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?

[Brad Vis, Conservative, Mission—Matsqui—Fraser Canyon, BC]

Madam Speaker, I appreciate that my colleague from Nepean outlined the issue that probably needs to be studied the most in this legislation, and that is significant interest. I do not have a specific answer to his question right now, but we need to have that debate in Parliament about the impact of significant interest and corporate stacked ownership structures that need to be viewed in the light of money laundering and tax avoidance or tax evasion.

I will just quickly touch upon the impact of addresses as well, which is another point of this bill, and it relates to citizenship. We need to clarify our charter obligations regarding individual privacy, but we also need to make sure to be practical that in some cases Canadian corporations are used for illicit purposes and in some cases we should know the citizenship of those individuals who are using said corporations.

[Gabriel Ste-Marie, Bloc, Joliette, QC]

Madam Speaker, what do the Panama papers, the Pandora papers and the Paradise papers all have in common? They are leaks that revealed who was hiding behind shell corporations in tax havens, those anonymous companies for which it would be otherwise impossible to determine actual ownership. Without those leaks, it was only possible to identify the names of the administrators, typically a big corporate law or accounting firm.

By lifting the corporate veil, these leaks helped identify wealthy fraudsters hiding money from the tax man or criminals hiding dirty money out of sight. When it is impossible to identify who is hiding behind a shell company, that opens the door for profiteers and fraudsters of all kinds, people who refuse to pay their fair share of taxes at the expense of everyone else, people who recirculate ill-gotten gains in the real economy by hiding behind secret companies. It is not normal to need to rely on leaks, whistle-blowers, hackers or journalists to find out what is behind these companies. That information should be public.

There is nothing like transparency for combatting fraud. That is essentially what Bill C-42 addresses. It amends the Canada Business Corporations Act to force the directors of federally incorporated businesses to report their real owners to Corporations Canada. Then, Corporations Canada can create a registry of the real company owners, a public registry that anyone can consult. Bill C‑42 will introduce a bit of transparency, which is a good thing. The Bloc Québécois supports the principle of Bill C‑42, and I encourage all parliamentarians to do the same.

Before I get into the details of the bill, I want to tell members a secret. When I saw that the government had introduced a bill to amend the Canada Business Corporations Act, I was worried. As members know, business ownership and property rights fall under provincial jurisdiction. In Quebec, these things are governed by the Civil Code. Every province has its own securities commission. In Quebec, we have the Autorité des marchés financiers.

However, over the last several years, Quebec and the provinces decided to coordinate and harmonize their respective laws. Since they all have very similar legislation, registration with the Autorité des marchés financiers is automatically recognized by all of the provinces. That means that a Quebec company can easily raise capital and do business outside Quebec through mutual recognition under what is known as the passport system.

Since this works well, Ottawa has no reason to interfere, there is no need for federal securities regulations, and Quebec's jurisdiction over financial matters would be respected. Without that respect, we would likely see Toronto become the centre of financial activity at the expense of Quebec, particularly Montreal's financial sector.

However, this is viable only if governments continue to work together and essentially harmonize their laws. That is why I was concerned when I saw that the government wanted to change the Canada Business Corporations Act. If Ottawa acts unilaterally, as this government all too often does, if it has not aligned its efforts with Quebec and the Canadian provinces, if the laws are no longer similar, the mutual recognition system will not be as successful. Ottawa will then have the excuse it is looking for to justify its desire to centralize everything, as it has been trying to do for three decades.

However, I did breathe a huge sigh of relief when I saw Bill C-42. As I mentioned earlier, Bill C‑42 will establish a searchable public registry of the real owners of businesses. This commitment to transparency reflects a unanimous decision made at the G20. It has been implemented properly in Canada in a manner that respects each party, so I say bravo. The federal government and the finance ministers of Quebec and all the provinces have coordinated their efforts and agreed to work together, while respecting one another's independence.

In 2017, they all independently agreed to change their respective laws to require companies to collect, in their own registries, the data needed to identify the real owners. At the federal level, this was done in June 2022 with the passage of Bill C-19, a budget implementation bill. This data is beginning to be collated and made available to the authorities in the event of suspected fraud.

In 2018, they came to an agreement on how companies were to share this data with their respective governments and how the governments were to make the data public. That is what we are debating today. There was no need for federal standards where Ottawa would put itself in charge and tell Quebec what to do. Everything was done respectfully.

The National Assembly of Quebec passed Bill 78 in June 2021. This legislation reflects the agreements made in 2017 and 2018. Quebec was the first government in America to pass such legislation. It is interesting that this debate is being held today, on March 31, 2023, because Quebec's Bill 78 goes into force today. Since nine o'clock this morning, the registry of real owners can be consulted in Quebec on the site of the Enterprise Registrar.

Since not all businesses have provided their information as yet, the search engine is not yet active, but it will be soon. It will be operational within the year. With the passage of Bill C‑42, the federal government will do the same for federally incorporated businesses. The provinces have passed or are preparing to pass similar legislation.

I see that members' statements will commence momentarily. I will continue my speech once we resume debate on this bill.

The House resumed from March 31 consideration of the motion 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.

[Gabriel Ste-Marie, Bloc, Joliette, QC]

Madam Speaker, I would first ask for the consent of the House to share my time with my friend, the one and only member for Abitibi—Témiscamingue.

[The Assistant Deputy Speaker, NDP, Carol Hughes]

Does the hon. member have the unanimous consent of the House to split his time?

[Some hon. members]

Agreed.

[Gabriel Ste-Marie, Bloc, Joliette, QC]

Madam Speaker, during the first part of my speech, in March, I spoke in favour of this bill. It is a good bill. It is a step toward transparency that will help fight tax evasion and fraud.

The bill is respectful of the provinces. In fact, Quebec's registry has been in place for almost a month.

However, the tax cheats who were exposed in the Paradise papers did not create their shell companies in Canada; they created them in tax havens. The bill does nothing to address that. The work has only just begun.

Cracking down on fraudsters who use tax havens requires a global registry—not just a registry of the real company owners, but also a registry of real beneficial owners of trusts. I am thinking, for example, of the real beneficial owners of the Isle of Man trusts that KPMG Canada created for Canadian tax evaders, the ones who were granted amnesty by the Canada Revenue Agency. It sounds like a huge undertaking, but it is not. In fact, this registry already exists to a large extent, and it is maintained, for one, in Luxembourg by a consortium of financial institutions. Even tax cheats like their banks to know they have assets somewhere; it is good for their credit.

This registry is available to financial institutions, but not to governments that want to go after fraud. I think we can all agree that there is something wrong with that. Transparency, public registries and so on are excellent tools against fraud, but they do nothing against profiteers, against those who take advantage of all the loopholes in the Income Tax Act to use tax havens legally. Those individuals do not need to hide their income. All they need is a good accountant to make sure their income is not taxable, even when it is declared.

The United States forced Canada's hand by imposing its idea of endorsing a 15% minimum global tax rate at the G20. The latest budget introduces Joe Biden's minimum global tax rate. Using tax havens will become less attractive, but the government is doing the bare minimum to fight tax havens. Income repatriated from tax havens that have information exchange agreements with Canada remains tax-free. This has to stop.

Yes, we will support Bill C-42, but it does not go far enough. A registry is good, but tax fairness is better.