Skip to content

New reporting requirements for beneficial ownership of Nova Scotia companies

By Kimberly Bungay

On April 1, 2023, the Nova Scotia government will proclaim into force Bill 226, which amends the Companies Act (the “Act”) to require companies formed under the Act to create and maintain a register of individuals with significant control over the company.

We want to ensure that you are aware of these new requirements for Nova Scotia companies, and have the opportunity to comply with them.  Non-compliance can result in significant fines for a company, its shareholders, directors and officers, or potential imprisonment, for shareholders, directors and other relevant persons.

All companies formed under the Act, aside from public corporations, will be required to maintain a register of individuals with significant control (the “Register”).

Who has significant control?

An “individual with significant control” over a company is a person holding “a significant number of shares”, either directly or indirectly, or an individual with direct or indirect influence that, if exercised, would result in control in fact of a company.

Under the amendments, a “significant number of shares” means (1) shares that carry 25% or more of the voting rights attached to all of a company’s outstanding voting shares; or (2) that represent 25% or more of all of the company’s outstanding shares as measured by fair market value.

Content of the Register

For each individual with significant control the Register must include the following information:

  • name, date of birth and last known address;
  • jurisdiction of residence for tax purposes;
  • the day when the individual became, or ceased to be, an individual with significant control;
  • description of how the individual has significant control over a company, including a description of any interests and rights they have in shares of the company;
  • description of the steps taken by the company in each financial year to ensure the Register is complete and accurate; and
  • any other prescribed information required by regulation.

At least once in each of its financial years, the company must take reasonable steps to ensure that it has identified all individuals with significant control, and ensure that the information in the Register is accurate, complete and up to date, and must also update any information which has changed once it becomes aware of such change, within fifteen days.

Compliance and penalties

Companies may be fined up to $5,000 for failing to maintain a Register, or for failing to comply with a request for information from an investigative body.  Directors and officers can be fined up to $200,000 or imprisoned for up to six months for failing to maintain the Register, failing to respond to a request from an investigative body or allowing false or misleading information to be recorded in the Register.  Shareholders will also face imprisonment for up to six months and fines of up to $200,000 for failure to meet their obligations to provide information for the Register.

If you would like our assistance in complying with these legislative changes and preparing your Register, or if you have any questions about the new disclosure requirements, please contact us at compliance@stewartmckelvey.com.


Click here to subscribe to Stewart McKelvey Thought Leadership.

SHARE

Archive

Search Archive


 
 

“Sale” away: The SCC’s more flexible approach to exclusion clauses in contracts for the sale of goods

July 9, 2024

By Jennifer Taylor & Marina Luro A recent Supreme Court of Canada decision has clarified how to interpret exclusion clauses in sale of goods contracts. The Court in Earthco Soil Mixtures Inc. v Pine Valley…

Read More

Recent case re-confirms temporary ailment is not a disability

June 24, 2024

By Mark Tector and Tiegan A. Scott Decision On April 3, 2024, the Alberta Court of King’s Bench (“ABKB”) upheld a decision of the Chief of the Commissions and Tribunals (the “CCT Decision”), which held…

Read More

Compensation for expropriation: Fair, but not more than fair

June 17, 2024

By Erin Best, Stephen Penney, Robert Bradley, Megan Kieley1 and Elizabeth Fleet1 Expropriation is a live issue in Canadian courts. The Supreme Court of Canada’s decision to broaden the test for constructive expropriation in Annapolis…

Read More

Changes affecting federally regulated employers

June 10, 2024

By Killian McParland and Sophie Poulos There have been many changes in recent months affecting employers governed by federal labour and employment laws. In September 2024, Stewart McKelvey will be hosting a webinar to review…

Read More

Impending changes to Nova Scotia’s Workers’ Compensation Act – Gradual onset stress

June 4, 2024

By Mark Tector and Annie Gray What’s changing? Currently, workers’ compensation coverage in Nova Scotia applies to only a narrow subset of psychological injuries. Specifically, in Nova Scotia – as in all Atlantic Provinces –…

Read More

Appeal Courts uphold substantial costs awards for regulators

May 22, 2024

By Sean Kelly & Michiko Gartshore Professional regulators can incur substantial costs through discipline processes. These costs are often associated with investigations, hearings as well as committee member expenses and are an unfortunate by-product of…

Read More

Less than two weeks to go … Canada Supply Chain Transparency Reports are due May 31st

May 21, 2024

By Christine Pound, ICD.D., Twila Reid, ICD.D., Sarah Dever Letson, CIPP/C, Sheila Mecking, Hilary Newman, and Daniel Roth Introduction The first reports under the Fighting Against Forced Labour and Child Labour in Supply Chains Act (the…

Read More

Court upheld municipality’s refusal to disclose investigation report

May 1, 2024

By Sheila Mecking and Sarah Dever Letson A recent decision out of the Court of King’s Bench of New Brunswick,[1] upheld the Municipality of Tantramar’s decision to withhold a Workplace Assessment Report under section 20(1)…

Read More

Occupational Health and Safety sentencing decision – Nova Scotia

April 29, 2024

By Sean Kelly & Tiegan Scott Earlier this month, the Provincial Court of Nova Scotia issued its sentencing decision in R v The Brick Warehouse LP, 2024 NSPC 26, imposing a monetary penalty of $143,750 (i.e.,…

Read More

Canada 2024 Federal Budget paves the way for Open Banking

April 22, 2024

By Kevin Landry On April 15, 2024, the Canadian federal budget was released. Connected to the budget was an explanation of the framework for Canada’s proposed implementation of Open Banking (sometimes called consumer-driven banking). This follows…

Read More

Search Archive


Scroll To Top