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

Sponsor

Status

This bill has received Royal Assent and is, or will soon become, law.

Summary

This is from the published bill. The Library of Parliament has also written a full legislative summary of the bill.

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.

Elsewhere

All sorts of information on this bill is available at LEGISinfo, an excellent resource from the Library of Parliament. You can also read the full text of the bill.

Bill numbers are reused for different bills each new session. Perhaps you were looking for one of these other C-42s:

C-42 (2017) Veterans Well-being Act
C-42 (2014) Law Common Sense Firearms Licensing Act
C-42 (2012) Law Enhancing Royal Canadian Mounted Police Accountability Act
C-42 (2010) Law Strengthening Aviation Security Act
C-42 (2009) Ending Conditional Sentences for Property and Other Serious Crimes Act
C-42 (2008) Law An Act to amend the Museums Act and to make consequential amendments to other Acts

Votes

June 22, 2023 Passed 3rd reading and adoption of Bill C-42, An Act to amend the Canada Business Corporations Act and to make consequential and related amendments to other Acts
June 20, 2023 Passed Concurrence at report stage of Bill C-42, An Act to amend the Canada Business Corporations Act and to make consequential and related amendments to other Acts
June 20, 2023 Failed Bill C-42, An Act to amend the Canada Business Corporations Act and to make consequential and related amendments to other Acts (report stage amendment)
June 19, 2023 Passed Time allocation for Bill C-42, An Act to amend the Canada Business Corporations Act and to make consequential and related amendments to other Acts
June 1, 2023 Passed 2nd reading of Bill C-42, An Act to amend the Canada Business Corporations Act and to make consequential and related amendments to other Acts

Canada Business Corporations ActGovernment Orders

June 19th, 2023 / 8:15 p.m.

Conservative

Frank Caputo Conservative Kamloops—Thompson—Cariboo, BC

Mr. Speaker, this is not something I turned my mind to when I was preparing this speech, so I appreciate the fact that the member raised it.

This is another piece of the puzzle. When we talk about connecting the dots for proving an offence, it would seem that we would have to connect dots in order to prove who owns what when it comes to sanctions. Perhaps that would be another by-product of this legislation. There is an illegal invasion of Ukraine, and there are also other people around the world who have committed all sorts of atrocities, and those people should not be using Canada as a safe haven for their money. I fully support using this registry and every tool available to find their assets and seize them.

Canada Business Corporations ActGovernment Orders

June 19th, 2023 / 8:15 p.m.

Conservative

Scot Davidson Conservative York—Simcoe, ON

Mr. Speaker, we are here in closure again with the Liberal government. Does the member opposite agree that more time to study this bill at committee would have helped strengthen it? I am looking at letters from stakeholders. They were pleading for more time. I wonder if the member could answer that and speak to our being in closure again.

Canada Business Corporations ActGovernment Orders

June 19th, 2023 / 8:15 p.m.

Conservative

Frank Caputo Conservative Kamloops—Thompson—Cariboo, BC

Mr. Speaker, the member raises an excellent point. Why are we rushing this through? This is important legislation. Everybody around here says that this is important legislation, and when legislation is important, so is debate. We should not be settling for an okay bill or a good bill; we should be pursuing excellence for the people of Canada.

Canada Business Corporations ActGovernment Orders

June 19th, 2023 / 8:15 p.m.

Conservative

Bernard Généreux Conservative Montmagny—L'Islet—Kamouraska—Rivière-du-Loup, QC

Mr. Speaker, I thank my colleagues, and I want to take a moment congratulate all of the young folks. In fact, everyone is taking the opportunity to thank everyone else because of the short time we have left in the House of Commons. I would like to take a minute to thank and congratulate all of the young people who found a summer job in all of the ridings, mine in particular. These young people are contributing to the regional economy of our communities and embracing work. As I see it, work is an extremely important value to instill in young people to help them rise to the challenges of the future and gain experience through summer employment.

I am very pleased to rise in the House this evening to speak to Bill C-42, an act to amend the Canada Business Corporations Act and to make consequential and related amendments to other acts. This bill is one phase of the government's plan to create a national registry of individuals with significant control over corporations in Canada pursuant to the Canada Business Corporations Act, or CBCA. Of course, we are talking about federally regulated companies.

The purpose of this bill is to require Corporations Canada to make public some of the information collected under the 2022 amendments to the CBCA. The bill also introduces whistle-blower protections, introduces exemptions for certain individuals, adds new offences and gives Corporations Canada additional powers with respect to inquiries, data validation and information sharing. For one thing, these powers allow Corporations Canada to share information with provincial authorities. We know that Quebec already has a registry. Since I am an entrepreneur myself, my name is on this registry, as are the names of my company's shareholders. I think it is important for the public to have access to this information.

According to what the government is saying, this bill basically seeks to protect Canadians from money laundering and terrorist financing, deter tax evasion and tax avoidance, and make sure Canada is an attractive place to conduct business. I completely agree up to that point. It is a worthwhile initiative. Money laundering and terrorist financing do a lot of harm.

Unfortunately, Canada has a poor record when it comes to fighting these modern scourges. Canada is known as an easy target for criminal groups and as an epicentre of money laundering and tax evasion. According to a 2020 investigative report published by Criminal Intelligence Service Canada on money laundering and fraud in Canada, the estimated extent of money laundered in Canada is between $45 billion and $113 billion. That is a huge amount of money, and it is good that the government is doing something about that.

The Conservative Party has agreed to vote in favour of Bill C‑42, but not because it is perfect, far from it. The review process in committee was rushed. There were only two meetings. I am a member of the Standing Committee on Industry and Technology, and I would say that everything happened quick as a flash, leaving members and stakeholders little time to develop and debate amendments to improve this bill. We also proposed amendments that were unfortunately rejected, and that is what I want to focus on.

The first amendment we proposed that was rejected had to do with share acquisition thresholds. We proposed: “(a) any number of shares that carry 10% or more of the voting rights attached to all of the corporation's outstanding voting shares; or (b) any number of shares that is equal to 10% or more of all of the corporation's outstanding shares measured by fair market value.”

This amendment would have added a new clause to the bill, amending the parts of the CBCA that define significant control to lower the threshold from 25% to 10%. We know that there are several categories of shares in a business. In this case, we are talking about voting shares, those with decision-making authority.

James Cohen, the executive director of Transparency International, made the following comment regarding our proposal, and I quote:

I don't think...lowering the threshold from 25% to 10% and a risk-based approach are mutually exclusive. I think they actually go hand in hand. I would note that the 25% isn't so much a standard as it was an initial global recommendation that everyone just kind of grabbed on to. There is room to go down to 10% and provide more information for the RCMP.

The amendment that we proposed would have enabled the RCMP to cast a much wider net in terms of tax avoidance in particular, and also money laundering.

We also moved an amendment to make it easier for law enforcement to access information during investigations. This amendment would have added specific wording to the bill to ensure that law enforcement and other investigative bodies such as the Financial Transactions and Reports Analysis Centre of Canada, or FINTRAC, could access information from the director rather than having to approach companies individually. It would also have removed the reference to prescribed circumstances with regard to exceptions, ensuring that only minors are automatically exempt from having their information disclosed and that everyone else must apply for an exemption to prove that it is necessary. Once again, this amendment was rejected. This bill could have been improved, but the NDP-Liberal coalition said no.

Not only were our amendments rejected, but, as I said earlier, the bill was rushed, to put it mildly, through the Standing Committee on Industry and Technology, on which I sit. In fact, we had just one meeting to hear from departmental officials, and we heard from justice experts on the same day that the clause-by-clause process took place.

Briefs from interested organizations such as the anti-money laundering campaign and the Canadian Bar Association were received the day after amendments were submitted. There were several amendments, and several of these briefs were received after the presentation of certain amendments. It is strange because we received some very interesting briefs from law firms, which had some significant reservations about this bill.

It is truly unfortunate, but that is how this government operates. It waits to take action and then, at the last minute, it acts hastily and imposes time allocation, which is what we have been experiencing for practically two months in the House of Commons. Time allocation is introduced time and time again. I will take this opportunity to point out that the NDP has now adopted almost 55 time allocation motions, which it never, or almost never, did before. This demonstrates the extent of the government's hold over that political party.

As I was saying, by colluding with the NDP, the government is getting its way with obviously shoddy results. Canadians expect the federal government to combat money laundering and the proceeds of crime in a way that aligns with our economic and security partners around the world. Canada must shed its reputation as a haven for dirty money. A future Conservative government will make it happen.

In 2021, the Conservative Party committed to establishing a federal registry of beneficial owners for residential properties and implementing comprehensive changes to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act to give FINTRAC, law enforcement and prosecutors the tools they need to identify, arrest and prosecute money launderers and, ultimately, stop illicit funds from making their way into the real estate market. This is the kind of policy our government will bring in to really tackle the problem of money laundering and tax evasion. Particularly in the Vancouver area where my colleague lives, absolutely huge sums of money are being invested by outside entities that launder money directly through real estate acquisitions.

The provincial and federal registries must be harmonized. In Canada, about 15% of corporations are in federal registries, while 85% are in provincial registries. The two types of registries therefore need to be harmonized so that the provinces and the federal government can work together. As I was saying, Quebec has a great registry that works very well, but it was recently amended. The federal registry could have been even better had the time been taken to study it.

Canada Business Corporations ActGovernment Orders

June 19th, 2023 / 8:25 p.m.

Bloc

Sébastien Lemire Bloc Abitibi—Témiscamingue, QC

Mr. Speaker, I thank my colleague from Montmagny—L'Islet—Kamouraska—Rivière-du-Loup for his work. I was thinking back to the question that he asked me earlier. The key word that I missed was interoperability. It is important to have laws that are interoperable, so I would like to try again by putting it in a comment and asking him the following question.

How important is it that our laws remain interoperable?

Canada Business Corporations ActGovernment Orders

June 19th, 2023 / 8:25 p.m.

Conservative

Bernard Généreux Conservative Montmagny—L'Islet—Kamouraska—Rivière-du-Loup, QC

Mr. Speaker, by interoperability we understand the connections and interplay between the provincial laws and the federal law that enable them to work together. It is imperative and fundamental that these laws can work together so that the work done upstream or downstream—whether at the federal or provincial level—can be constructive and effective, particularly against money laundering.

I think my colleague is right, and I thank him for that. I must say publicly that my colleague is a very fine individual who does great work on the Standing Committee on Industry and Technology and who always makes an effort. As he said earlier, we do not always agree. However, in general, I think his arguments are geared towards the common good of Quebec and Canadian society as a whole. That is what we are arguing for as well. To answer his question, I think it goes without saying. Everyone should realize that this is really something that should be interoperable.

Canada Business Corporations ActGovernment Orders

June 19th, 2023 / 8:30 p.m.

NDP

Daniel Blaikie NDP Elmwood—Transcona, MB

Mr. Speaker, on this same point, I would say that this interoperability is really important. The provinces that already have a public registry have set the threshold at 25%. The member mentioned 10% before, but, for the bill to be compatible with the laws of the provinces that already have a public registry, it seems to me it would be important to start with a 25% threshold and to then have some conversations with the provinces, instead of legislating something in the House that is incompatible with the provincial registries.

How can we address this and make sure we create laws that allow the federal government to have an important tool it can use to go after the Russians who are hiding their assets in Canada?

Canada Business Corporations ActGovernment Orders

June 19th, 2023 / 8:30 p.m.

Conservative

Bernard Généreux Conservative Montmagny—L'Islet—Kamouraska—Rivière-du-Loup, QC

Mr. Speaker, I thank the member for his excellent question.

To move society forward, we must move bills forward, be it at the federal or provincial level. I realize that the registries are all harmonized at 25%. We are fully aware of that, but, in moving amendments like the one meant to lower the ownership threshold to 10%, we have made people think, not only in the House, but also at the provincial level.

In doing so, we could perhaps improve the registries to ensure that all the information could be collected more effectively, both at the provincial and federal levels, so as to eliminate, once and for all, money laundering, tax evasion, and related crimes.

The tighter the measures across Canada, the greater the chance of limiting the damage. I am an entrepreneur and I regularly consult the Quebec registry. I will be consulting it again soon, because my daughter will be taking over for my associate in my company. I will be required to have a notary make the change at the IGIF, the institute that records all the information in a registry. We will record my company's new shareholder, my daughter. Actually, it will just be my daughter and me. That is very important. We each hold 50% of the companies' shares, but there could have been several shareholders, and the threshold could have been 10% instead of 25%.

In our case, it does not matter, because we are not fraudsters. I remember that my colleague said that there are companies that own multiple companies. It becomes a sort of puzzle. It would have been more obvious to have a 10% threshold rather than a 25% threshold.

Canada Business Corporations ActGovernment Orders

June 19th, 2023 / 8:30 p.m.

The Speaker Anthony Rota

Is the House ready for the question?

Canada Business Corporations ActGovernment Orders

June 19th, 2023 / 8:30 p.m.

Some hon. members

Question.

Canada Business Corporations ActGovernment Orders

June 19th, 2023 / 8:30 p.m.

The Speaker Anthony Rota

The question is on Motion No. 1.

If a member of a recognized party present in the House wishes that the motion be carried or carried on division or wishes to request a recorded division, I would invite them to rise and indicate it to the Chair.

Canada Business Corporations ActGovernment Orders

June 19th, 2023 / 8:35 p.m.

Liberal

Kevin Lamoureux Liberal Winnipeg North, MB

Mr. Speaker, I request a recorded vote, please.

Canada Business Corporations ActGovernment Orders

June 19th, 2023 / 8:35 p.m.

The Speaker Anthony Rota

Pursuant to order made on Thursday, June 23, 2022, the division stands deferred until Tuesday, June 20 at the expiry of the time provided for Oral Questions.

Canada Business Corporations ActGovernment Orders

June 19th, 2023 / 8:35 p.m.

Liberal

Kevin Lamoureux Liberal Winnipeg North, MB

Mr. Speaker, I am rising on a point of order. I believe that you have received the proper advance notice and, if you seek it, I believe you will find unanimous consent to see the clock at midnight so we can begin Adjournment Proceedings.

Canada Business Corporations ActGovernment Orders

June 19th, 2023 / 8:35 p.m.

The Speaker Anthony Rota

I have received notice from all recognized parties that they are in agreement on this request.

Is it agreed?