Since July 31, 2024, it has been possible to search the Registraire des entreprises du Québec (REQ) website using a natural person’s first and last names, and to see all the companies and organizations in which this person is involved, whether as an officer, director, shareholder, partner, ultimate beneficiary or other.
What this means
As part of the new transparency obligations for companies registered with the Quebec Business Registry, it is important to remember that as of March 31, 2023:
- You must provide the date of birth of all directors and shareholders who are natural persons and have the status of ultimate beneficiaries (this information will remain private);
- You must provide valid identification for each administrator, whether you wish to remove him* or not (this information will remain private);
- You must declare the ultimate beneficiaries for each of your companies registered with the REQ, whether they are corporations, general partnerships, limited partnerships, cooperatives or trusts operating a commercial business;
- You can now use a business address instead of a personal address for information disclosed to the public (it is important that this information is identical across all the corporate groups you are involved with).
Another obligation was added on June1, 2023, concerning the activities and number of employees section, in connection with francization, i.e. :
- If you currently have between 1 and 5 employees, you must specify whether they are 5 or fewer, so you don’t have to declare a percentage.
- If you have 5 or more employees, but fewer than 49, you must answer the question: What proportion of employees are unable to communicate in French at work?
Do you have a sole proprietorship (you are self-employed) registered with the REQ?
- On the one hand, you must provide REQ with your date of birth (this information will remain private);
- You must also confirm that you are the sole ultimate beneficiary of your sole proprietorship.
Are you an NPO or NPO registered with the REQ?
- You must provide the date of birth of all directors (this information will remain private);
- You must provide valid identification for each administrator, whether or not you wish to remove him or her* (this information will remain private).
Do you have a federally chartered company, i.e. one that also appears on Corporations Canada’s corporate registry?
- As of January 22, 2024, you must declare individuals who have significant control for your company. The concept is similar to that of ultimate beneficiaries, but the differences lie mainly in the procedure for declaring the information.
Concerning the ultimate beneficiaries
The obligation to declare ultimate beneficiaries will improve corporate transparency. It will make it easier for taxpayers to establish links between different companies, but above all it is a new tool for tax authorities in the fight against fraud and corruption.
The declaration of ultimate beneficiaries must be made when you file your initial declaration of registration, and subsequently when you file your annual update declaration, or at any time if there have been changes in your shareholding or in the value of the company. It is therefore advisable to analyze your situation on a regular basis.
Since the obligation to declare ultimate beneficiaries is now an integral part of the obligations that companies must meet, you should refer to the relative penalties that may apply if you do not comply or if you do not produce the correct information.
For a first offense:
- Fine ranging from $500 to $5,000 for an individual.
- From $1,000 to $10,000 for companies.
These penalties could be doubled for a second offense.
An article from the tax team
*Important: even if you wish to remove a director, you are still required to provide the director’s date of birth and valid ID in order to terminate the director’s mandate with REQ.
**Please notethat if you act as a nominee for someone else, you must declare that this person is the ultimate beneficiary of your sole proprietorship.
To continue reading :
Registraire des entreprises – Search by first and last name – Revenu Québec (gouv.qc.ca)
Registraire des entreprises: How to identify an ultimate beneficiary (quebec.ca)
Highly Controlled Individuals (canada.ca) or Highly Controlled Individuals : Identification tool (canada.ca)
