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



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


This is from the published bill. The Library of Parliament often publishes better independent summaries.

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.


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.


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

November 2nd, 2023 / 3:15 p.m.
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The Speaker Liberal Greg Fergus

I have the honour to inform the House that a communication has been received as follows:

Rideau Hall


November 1, 2023

Mr. Speaker,

I have the honour to inform you that the Right Honourable Mary May Simon, Governor General of Canada, signified royal assent by written declaration to the bill listed in the Schedule to this letter on the 1st day of November, 2023, at 4:12 p.m.

Yours sincerely,

Maia Welbourne

Acting Secretary to the Governor General

The schedule indicates the bill assented to was Bill C-42, An Act to amend the Canada Business Corporations Act and to make consequential and related amendments to other Acts.

October 5th, 2023 / 11:15 a.m.
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Edgar Lopez-Asselin Coordinator, Collectif Échec aux paradis fiscaux

Thank you, Mr. Chair.

Good morning, honourable members.

As the chair mentioned, my name is Edgar Lopez‑Asselin, and I am the coordinator of the Échec aux paradis fiscaux collective. Joining me today is my colleague Philippe Hurteau, who is in charge of research at one of our member organizations. He is also on the collective's coordination committee.

We are here today representing the Échec aux paradis fiscaux collective, a coalition of union and community organizations in Quebec. Our mandate is to foster public debate on the use of tax havens, and to develop and support solutions to shut them down. Our collective has some 20 members, representing a total of 1.7 million people across Quebec.

I'd like to start with a few figures that illustrate the extent of tax avoidance in Canada. According to the Canada Revenue Agency's overall federal tax gap report, released in June 2022, the net tax gap for 2018 is between $18.1 billion and $23.4 billion Canadian. That same report indicates that reporting non-compliance by large corporations alone—and that obviously includes big multinationals—accounts for 70% of the corporate income tax gap.

Our collective looks at the problem from a rather unique perspective. We apply a citizen-centred democratic lens to the fight for tax fairness. To address a problem all too often seen as the exclusive domain of experts, we take an approach built specifically on policy. Our approach can be summed up in three keywords.

First, in order to crack down on tax havens, we need to expose them. That means shining a light on mechanisms that make it possible to engage in tax avoidance.

Second, we need to penalize—use the means available through the criminal justice system to deter those who engage in tax evasion.

Third and finally, we need to collect, in other words, recover the money that tax avoidance represents and use it to fund public services and social programs.

Those three keywords are reflected in a series of recommendations—13, to be exact—that appear in the brief we submitted for the pre-budget consultations in advance of the 2024 federal budget.

I do want to point out that the Parliament of Canada and the Standing Committee on Finance have made progress in a number of areas related to our recommendations. The creation of a Canadian beneficial ownership registry, provided for in Bill C‑42, and the modernization of the much-discussed general anti-avoidance rule represent two of those areas. Those are both measures that our collective has long supported. The bills have yet to be passed, of course, with Parliament still needing to examine an area. Nevertheless, when it comes to cracking down on tax havens in Canada, we see it as a huge step forward that the discussion has reached this stage.

I'll wrap up this short presentation with a few of our collective's priorities for the coming year. I'm referring to two things in particular, the recent legislative consultations and the UN's role in international tax co‑operation.

As far as the recent legislative consultations are concerned, the collective worries about the democratic deficit associated with the recent legislative consultations on tax policy, specifically, consultations on the reform and modernization of Canada's transfer pricing rules and on the implementation of the global minimum tax.

By paving the way for dialogue on a wide range of issues in this area, the federal government has gotten the public used to a more democratic approach. Unfortunately, the recent consultation process largely limited the opportunity for dialogue, focusing on draft legislation informed by OECD discussions instead of a genuine dialogue with civil society stakeholders. However, well-known solutions to address both of those issues already exist and are being discussed at the international level. We feel the Canadian public should be able to debate the issues in an open and democratic forum.

Lastly, with respect to the UN's role in international tax co‑operation, we urge Canada's elected representatives to pay close attention to efforts aimed at strengthening the UN's role in this arena. For its part, the OECD has done a significant amount of work to clean up tax relationships between states, through the base erosion and profit shifting project and the two-pillar solution.

Nevertheless, these efforts have not led to the reforms civil society wants to see. In our view, the talks regarding the UN's taxation initiative are an opportunity to deliver the reforms initiated under the auspices of the OECD. It is our hope that Canada will duly consider the possibilities this renewed momentum opens up.

Thank you.

June 21st, 2023 / 6:10 p.m.
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Rick Perkins Conservative South Shore—St. Margarets, NS

We were talking about Bill C-42 last night in the House, which I know you guys are very familiar with. In doing that determination, do you determine on every one of these cases who is the beneficial owner of the acquiring company?

June 21st, 2023 / 5:25 p.m.
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Rick Perkins Conservative South Shore—St. Margarets, NS

This is more of a point of order at this stage than content.

As I read it, adding a new section to section 38, again, is a parent rule issue. Because Bill C-42 does not amend section 38.1, adding a new section is, in my view, and that of some of the legal advice we got from the Library of Parliament, out of order because of the parent rule.

June 21st, 2023 / 5:15 p.m.
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Rick Perkins Conservative South Shore—St. Margarets, NS

On a point of order, Chair, while I think I agree with the intent, I think the parent rule applies on this amendment—doesn't it? Bill C-42 does not actually amend this clause in the actual Investment Canada Act, so I'm not sure that the actual proposed amendment is in order. There's no reference to this clause in the bill, as I understand it.

Business of the HouseOral Questions

June 21st, 2023 / 3:20 p.m.
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Ajax Ontario


Mark Holland LiberalLeader of the Government in the House of Commons

Mr. Speaker, I move that notwithstanding any standing order, special order or usual practice of the House:

(a) on the last allotted day in the supply period ending June 23, 2023, the proceedings on the opposition day motion shall conclude no later than 10:30 p.m., the House shall then proceed to the putting of the question on the motion and then, if required, the taking of any division or divisions necessary to dispose of the motion, and the Speaker shall then put forthwith and successively, without further debate or amendment, every question necessary to dispose of the motions to concur in the Main Estimates for the fiscal year ending March 31, 2024, and to the Supplementary Estimates (A) for the fiscal year ending March 31, 2024, and for the passage at all stages of any bill based on the said estimates;

(b) notices of opposed items in relation to the Main Estimates for the fiscal year ending March 31, 2024, and to the Supplementary Estimates (A) for the fiscal year ending March 31, 2024, listed on the Notice Paper be deemed withdrawn;

(c) the recorded divisions on government legislation currently deferred to the expiry of the time provided for Oral Questions today be deemed further deferred to the conclusion of all proceedings in relation to the estimates tonight;

(d) the motion standing on the Order Paper in the name of the Leader of the Government in the House of Commons related to the appointment of Harriet Solloway as Public Sector Integrity Commissioner pursuant to Standing Order 111.1(2) be deemed moved, a recorded vote be deemed requested and deferred after the recorded division on the motion for third reading of Bill C-42, An Act to amend the Canada Business Corporations Act and to make consequential and related amendments to other Acts;

(e) in relation to Bill C-9, An Act to amend the Judges Act, the amendment to the motion respecting Senate amendments made to the bill be deemed withdrawn and the motion respecting Senate amendments made to the bill, standing on the Notice Paper, be deemed adopted;

(f) Bill S-8, An Act to amend the Immigration and Refugee Protection Act, to make consequential amendments to other Acts and to amend the Immigration and Refugee Protection Regulations, be deemed read a third time and passed;

(g) Bill C-40, An Act to amend the Criminal Code, to make consequential amendments to other Acts and to repeal a regulation (miscarriage of justice reviews), be deemed read a second time and referred to the Standing Committee on Justice and Human Rights;

(h) Ways and Means Motion No. 18, notice of which was tabled on June 16, 2023, be deemed concurred in, a bill based thereon standing on the Order Paper in the name of the Minister of Crown-Indigenous Relations, entitled “An Act respecting the recognition of certain Métis governments in Alberta, Ontario and Saskatchewan, to give effect to treaties with those governments and to make consequential amendments to other Acts”, be deemed to have been introduced and read a first time, deemed read a second time and referred to the Standing Committee on Indigenous and Northern Affairs; and

(i) the written questions dated June 20, 2023, standing on the Notice Paper, be deemed to have been transferred to the Order Paper on Wednesday, June 21, 2023, for the purposes of Standing Order 39.

Canada Business Corporations ActGovernment Orders

June 20th, 2023 / 9:45 p.m.
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Rick Perkins Conservative South Shore—St. Margarets, NS

Madam Speaker, I will let the House judge, since the Liberals made the judgment in committee. We were proposing to amend clause 15 of Bill C-42 to say the following:

The Director may, with the approval of the Minister, enter into an agreement or arrangement with a provincial corporate registry or with a provincial government department or agency that is responsible for corporate law in the province for the purpose of facilitating timely access to beneficial ownership information that could relate to the commission or potential commission of wrongdoing as described in paragraph (3)(b) [of the bill].

It was not an amendment that was going into provincial jurisdiction. It was an amendment saying that with co-operation of the province, if it were willing to do it, we could share information. Apparently, sharing information and getting a more effective registry was not something that the government wanted to see in this bill.

Canada Business Corporations ActGovernment Orders

June 20th, 2023 / 9:30 p.m.
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Rick Perkins Conservative South Shore—St. Margarets, NS

Madam Speaker, I too rise this evening to speak on Bill C-42, an act to amend the Canada Business Corporations Act.

The bill was tabled about two and half months ago and would create what is known colloquially as beneficial corporate ownership registry. The purpose of that is to make transparent the true and beneficial owners of every federally registered company. A legal owner of a company holds the legal title to that company while the beneficial owner holds certain benefits and rights to company assets, even though the beneficial owner's name may not appear in the legal title.

Corporations in Canada need only register information such as names of directors. They do not have to register who their shareholders are. The current law only requires that lawyers maintain a registry of beneficial owners, so there is no government registry. The lawyers and the companies have to maintain their own sort of self-regulated registry. It is not transparent, it is not visible and it is not even visible to governments unless asked. When police need to find out who the beneficial owner of a company is, they have to contact that company's lawyers, say they are calling from the RCMP and would like to know who the beneficial owner of the company is. The lawyer may say he will get back to the officer and then call the client to say the RCMP is doing an investigation into it.

These are the things that exist now and why we need beneficial ownership registries on who the individuals are, not the corporations, who actually benefit from the ownership of corporations, whether they are federally or provincially incorporated. A beneficiary is the individual or entity, as I said, that will benefit from the transactions or the profits of the remittances of the activities of that corporation.

This bill is a good start, finally, after years and years of discussing it. I think there was a joint press release with the provinces almost six years ago that said we should maybe think about doing this. It has taken the government quite a bit of time to get to this important issue.

The government sets that any individual who owns 25% or more of the shares of a federally incorporated company must provide the information to the registry. What does this mean? There are 4.3 million incorporated companies in Canada and only about 10% of them are incorporated federally. Most corporations are incorporated provincially. Therefore, this bill would have no direct impact on 90% of companies.

With regard to the question earlier from the leader of the Green Party, when 90% of the companies in this country are not included or not brought under the umbrella of a national beneficial ownership registry, it is pretty clear that we are going to still have a significant money-laundering problem.

That is the primary reason, as the minister claimed, the government claims and most interest groups have claimed, we need to have this registry: to deal with money laundering. Other members have mentioned, and I will too, that Canada does not have a very nice nickname around money laundering that has been coined and used internationally to describe Canada, and that is snow washing. We are the place where money goes to get laundered and cleaned up from illegal activities. It describes the flow of dirty money entering Canada.

The registration system for Canada at both the federal and provincial levels is totally shrouded in secrecy, which means that the real owner of a company or a trust can hire a person as a stand-in or substitute to conduct all financial filings and submissions for that company. The practice effectively makes Canada a tax haven, along with countries such as the British Virgin Islands, Panama and the Bahamas. The process has been made even easier since the Canadian government signed tax treaties with 115 countries.

With a form of business organization called a Canadian limited partnership, the only persons who have to declare themselves to authorities are the partners, and if they do not live in Canada, they are exempt from filing taxes in Canada. If stocks of a firm are not traded publicly, the rules require that only the directors of such companies be identified, and these directors are not required to reveal whether they are acting on behalf of someone else or whether they actually own any shares in the company.

How bad is it? Recent estimates have put money laundering in Canada at $133 billion a year. Now, that is a big number. It is 5% of our GDP. It is a huge amount of money from illegal gains that is being cleared through our system in Canada.

Money laundering has its origin in crimes that destroy communities, such as drug trafficking, human trafficking and fraud. These crimes victimize the most vulnerable members of society. Money laundering is also an affront to law-abiding citizens who earn their money honestly and pay their fair share of the cost of living in the communities where they choose to live.

There can be few things more destructive to a community's sense of well-being than a governing regime that fails to resist those whose opportunities were unfairly gained at the expense of others. If one jurisdiction, such as Ottawa, or even Ottawa and a few of the provinces, as I mentioned earlier, create a corporate beneficial registry that is publicly available but others do not, then money launderers will gravitate towards those jurisdictions within Canada in order to hide their ownership and enable their money laundering.

We have talked a lot in this debate in the few moments that we have had about the issue of money laundering, and I will give another example of a problem that is caused by not having a beneficial corporate registry.

All politics are local. I have 7,000 commercial fishermen in my riding. There are 16,243 fishing licences in Atlantic Canada and in the gulf region of Quebec. There are 5,727 fishing licences in British Columbia. That is a total of about 22,000 commercial fishing licences that have been issued by DFO in Canada. However, do members know that DFO does not know who owns them? DFO does not know who owns them because there is no beneficial corporate registry.

In fact, 17 months ago, DFO went out for the first time to do a survey of the licence holders. They are not necessarily the licence owners, because in British Columbia, the licences can be leased out to someone, who would then be called the licence holder. Do members know what the result is? The result is that DFO now has to hire a forensic auditor to come in and try to figure out what happened with the information they got.

After more than 150 years of the Government of Canada handing out fishing licences, DFO still does not know who owns them, and that is a problem. It is a problem because DFO has policies around who can control a particular fish species or an area of fishing, and we cannot have an uncompetitive situation. We have had evidence in our study in the House of Commons fisheries committee on corporate concentration and foreign ownership in the fishery that there is one particular company that may own up to 50% of all commercial licences in British Columbia. This is way above what the Competition Bureau says is an acceptable concentration for any business, which is about 30% maximum in any industry. One company in B.C. may own half the licences, but we do not know because we do not have an ongoing federal or provincial beneficial registry that can provide that transparency.

It should not be up to a government department to do a survey once every 150 years in hopes of trying to figure this out. This should be something we could search regularly.

This is an issue in industries like the lobster industry. In southwest Nova Scotia, in my riding and in the riding of the member for West Nova, we all know that there was a lot of organized crime and cash. Whenever there is cash flowing and there are untraceable products like seafood, there is the opportunity for money laundering. This is a huge issue in Canada, and even those numbers are probably not included in the $133 billion I talked about earlier.

The bill is a good first step, but it really just plays at the edges when so many corporations provincially are not included in it.

We mentioned earlier that we tried to make a few improvements with the help of the government on this, in a genuine effort, as we are very collegial in the industry committee, to try to get things done. However, we only had two meetings, one hour of outside witnesses, officials for the other one, and then straight into clause-by-clause.

I will give a couple of outlines. In that time, we tried to bring that threshold from 25% down to 10%. That is not uncommon. The government said that this is some sort of international standard. In other areas, the government likes to be the leader around the world, in saying that it is leading everybody on trying to have more NPAs than anybody else in the world, that it is trying to push the envelope. On this one, it would not push the envelope. Moreover, it is not really pushing the envelope, because the Ontario Securities Commission requires that when someone buys 10% or more of a publicly traded company, they have to put out a news release and tell the market that they are doing that.

When they want to go below 10%, once they own those shares, the Ontario Securities Commission actually requires them to put out a news release before they sell the shares. They must actually notify the markets that they are going to sell their shares to below 10%. However, apparently, when it comes to money laundering, 10% is too aggressive for the government. It wanted to keep it at 25%.

When it comes to owners getting influence in a widely held company, if someone holds 20% of the shares of that company and the rest of the shares are widely held, then they are essentially the one that is controlling what happens in that company. The inability of the government to see that was greatly disappointing.

We want, as we have said, to expand it to real property, which is not that difficult. It is just connecting in the registries for property registration. We know that, in Vancouver and Toronto in particular, huge amounts of money laundering have happened around the purchase of residential properties. However, that has been rejected by the Liberals.

Finally, let us say that we have the provinces that, all on their own, go on and do provincial registries. Would that not be great? We put in an amendment saying that if there is a provincial registry, the federal government should go and get an agreement with the province to share the data back and forth, so that they are both searchable on all the data. It should not do it on its own, but it should do it under a federal-provincial agreement with the province. Again, the Liberals, and, I might say in answer to the parliamentary secretary's question, the Bloc Québécois voted against those amendments. The NDP supported them.

I think it is too bad that we have had so little debate, just five hours in the House, and six outside witnesses. This is such an important bill, but it has been rushed through; so much more could have been done for this. Hopefully, in the not too distant future, after the next election, with a change in government, there will be an opportunity to improve this bill much more than the Liberals are willing to do at this location.

Canada Business Corporations ActGovernment Orders

June 20th, 2023 / 9:20 p.m.
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Marty Morantz Conservative Charleswood—St. James—Assiniboia—Headingley, MB

Madam Speaker, just to be clear, I am not speaking about Bill C-18, nor am I speaking about any purported amendments to Bill C-42. Rather, I am speaking about Bill C-42, an act to amend the Canada Business Corporations Act.

The bill does a number of things. Its stated goal is protecting Canadians against money laundering and terrorist financing, deterring tax evasion and tax avoidance, and making sure that Canada is an attractive place to do business. Those are all laudable goals.

We know that money laundering in Canada is a serious issue. It is so serious that we have earned our own nickname as the land of snow washing. That is not a badge of honour. In 2022, the Canadian Anti-Fraud Centre reported $530 million in victim losses, a 40% increase over 2021.

These are vulnerable Canadians being preyed upon by fraudsters, who are destroying lives. It is important that, as parliamentarians, we come together to deal with these problems and do our best to protect Canadians and their retirement savings.

In 2016, the Financial Action Task Force said that Canada was completely deficient in many areas. One of its main criticisms, in fact, was our lack of a beneficial ownership registry. That was seven years ago, and we are only getting to it today. Establishing such a registry would be a major step forward, and Conservatives certainly support that. The problem, as always, is that the devil is in the details.

In committee, Conservatives tried to strengthen the bill in a number of ways. One glaring problem with the bill is that the corporate and personal fines for failure to provide required information were too low under the CBSA. The fine was only $5,000 for corporations and only $200,000 plus six months' imprisonment for individuals. I was happy to see the INDU committee increase personal fines for individuals to $1 million plus five years' imprisonment, as well as fines for corporations to $200,000. Of course, Conservatives supported those amendments, as did Liberals on the committee. We can see that when Conservatives and Liberals vote together, amendments actually pass at committee.

There were, however, a number of other Conservative amendments related to thresholds, real estate, interoperability, law enforcement, access, searchability and the use of post office boxes, of all things, which would have made the bill more effective. They were all voted down by Liberal committee members.

I want to touch on a few of them now. Currently, under the CBSA, the threshold for what is called a “significant interest” is 25%. This means that corporations only have to disclose those shareholders who have at least a 25% interest in the outstanding shares of a corporation. This poses a problem, because if we really want to crack down on money launderers and terrorist financiers, the threshold should be lower. For instance, the Ontario Securities Commission threshold is 10%.

At committee, Conservatives proposed this amendment. However, it was rejected, even though the RCMP felt it was necessary. It was rejected by Liberal members of the committee, who purport to want this legislation to be effective. It is hard to understand why they would not want to lower the threshold. James Cohen, executive director of Transparency International Canada, said that it should go down as well.

Conservatives proposed another amendment that would have brought real estate holdings into the registry. In 2018, money laundering funded $5.3 billion in British Columbia real estate purchases alone, further driving up the cost of homes in that province. The amendment said, “The corporation shall prepare and maintain...a register of individuals with control over the corporation and its real property”; it was a very important amendment that would have gone a long way in helping to control money laundering in Canada through real estate acquisitions. This amendment would have expanded the scope of the registry to make it similar to British Columbia's land ownership transparency register.

Another amendment called for interoperability with provincial registries. The fact of the matter is that most corporations in Canada are provincial. As this bill only governs federally incorporated companies, it misses out on bringing in the provinces, which would make it far more effective.

Another amendment that was defeated had to do with law enforcement access. This amendment would have added specific language to the bill to ensure that law enforcement and organizations like FINTRAC could access information from the director rather than having to go to the corporations directly. It would also have removed reference to prescribed circumstances, ensuring that only minors would be automatically exempted.

Another amendment defeated by Liberal members had to do with using post office boxes, of all things. It would have barred individuals from using post office boxes as their address in the registry. This was a specific request of the End Snow-Washing campaign.

On a cautionary note, it is always important to give consideration to stakeholders and their concerns. Small business is the backbone of this country's economy. The Canadian Federation of Independent Business raised a number of concerns, and I want to talk about some of them here.

It raised the issue of privacy and personal security. It said many small business owners are concerned about having their information available to the general public, such as name, place of residence, date of birth, citizenship, telephone number, etc. In fact, individuals in small towns may not want neighbours or acquaintances to know they have a controlling interest in a company. The CFIB talked about fraud and crime risks and how making beneficial ownership registries public could make it easier for criminals to target wealthy individuals or SMEs. Small business owners are often the targets of fraud and could be even more vulnerable than consumers, as they do not have consumer protection acts to help them manage those who want to take advantage of them.

It talked about competitive disadvantage and that requiring SMEs to disclose detailed ownership information publicly might give their competitors a strategic advantage. Rival businesses could gain insight into their ownership structure, investments and so forth. It talked about inaccurate or outdated information and how public registries may not always provide accurate or up-to-date information due to delays in reporting areas or deliberate misrepresentations. It talked about how requiring small businesses to disclose their beneficial ownership information publicly could impose an additional administrative burden and compliance costs, and that this burden might disproportionately affect smaller companies with limited resources.

Also, I want to touch on the Canadian Bar Association, which raised concerns about the risk of identity theft from the registry, potentially undermining its anti-fraud rationale.

I raise these concerns not to say that we should not make this legislation effective but to say that as parliamentarians, it is incumbent on us to listen to the stakeholders and their concerns as we try to craft and fashion legislation that addresses those concerns but still accomplishes the ultimate goal of the legislation.

The reality is that money laundering is a very serious problem. We know from our friend Bill Browder that Canada has been fertile ground for Russian oligarchs to clean their ill-gotten cash.

I mentioned earlier how money laundering has driven up the cost of housing. This is at a time in this country, after eight years of this Prime Minister, that the dream of home ownership is in critical condition. The average mortgage payment has doubled. The average family now needs to spend 62% of its monthly income to own the average home.

The cause is clear: Inflation fuelled by wasteful government spending has fuelled the inflationary fire. Just today, the International Money Fund cautioned that Canada needs to bring back a debt anchor and keep fiscal policy tight. Money laundering makes things even worse.

Finally, I must reiterate how important it is to bring provinces on board. It is a matter of basic federalism. The government will need information-sharing agreements with the provinces if this registry is going to work. It will only be as strong as the provinces willing to co-operate with it, and that means all the provinces, because if one jurisdiction is left out, it will become a hotbed for money laundering.

I will wrap up by saying that although Bill C-42 is far from a perfect bill and has key shortcomings, including leaving in place a high threshold for significant control, failing to bring into force a clause allowing law enforcement back-end access to the registry and failing to ensure interoperability with the provinces, it is clear that it is a step in the right direction, and Conservatives will support it on third reading.

Canada Business Corporations ActGovernment Orders

June 20th, 2023 / 9:05 p.m.
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Brad Vis Conservative Mission—Matsqui—Fraser Canyon, BC

Madam Speaker, Conservatives are proposing that we amend the motion before the House today, the motion that Bill C-42 be read for a third time, in order to send Bill C-42 back to committee for some important additions, with number one being thresholds.

During our study at INDU, the RCMP officials were clear that reducing the threshold for significant control would strengthen the registry and law enforcement agencies' ability to utilize it in the fight against money laundering. Let me quote Denis Beaudoin, director of financial crime at the RCMP. He stated:

The RCMP standpoint is that the more names and more information, the better. As we're trying to make links in a criminal investigation, it certainly can help.

This was in respect to thresholds.

The End Snow-Washing campaign also pushed for a 10% threshold, though the officials have since suggested it could be done at a later date through the Proceeds of Crime (Money Laundering) and Terrorist Financing Act review, which takes place every five years.

During testimony, the representative from Transparency International, which is tied to the End Snow-Washing campaign, stated:

I don't think, for one, 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.

This quote contradicts the point that we have seen raised repeatedly by Liberal members that 25% is an international standard. They argue that moving the threshold away from the standard would hurt interoperability, but I have doubts. Does the government really believe that provinces would not follow suit and align with a new federal threshold? Twenty-five per cent remains far too open to abuse. The lower we bring the threshold, the less opportunity there would be for criminals to circumvent it. As I understand this bill, a sole owner of a small business worth $100,000 in gross profit on an annual basis would be subject to reporting requirements and included in this registry. Meanwhile, a person with a 20% stake in a $100-million corporation would not.

As has been mentioned during debate so far, currently the Ontario Securities Commission requires that any shareholder with a 10% share or more has to be reported. Private corporations should be held to the same standard of transparency and accountability. Frankly, I do not understand or trust public servants who say they are going to follow through on this. I predict that we will be back in this House in less than 10 years, wondering why the threshold was not adjusted to a lower rate in this bill to account for the serious problem of money laundering that we have.

Conservatives are therefore proposing that we send Bill C-42 back to the Standing Committee on Industry and Technology with the aim of reducing the threshold for significant control from 25% to 10%.

The second point I would like to raise tonight relates to interoperability. We are also calling on the industry committee to adopt additional amendments in relation to the interoperability of the registry with provincial and territorial registries.

As of now, penalties for violating requirements in respect to reporting information would only apply to federally registered corporations, which represent less than 15% of private corporations in Canada. As we heard at committee, there is as much as $113 billion being laundered in Canada annually. We must ensure that this registry can reduce that figure as much as possible and end Canada's reputation as a haven for dirty money. To that end, by changing some of the clauses through the Criminal Code, we could achieve a higher standard of interoperability by making sure that provinces that opt in to a federal registry would impose the same penalties as a federally registered corporation.

Other areas for improvement of Bill C-42 were also raised through numerous amendments to strengthen the registry.

With my time here today I will talk about law enforcement. Conservatives also moved an amendment to ensure law enforcement would have back-end access to the registry without having to go directly to corporations. Department staff at committee assured members that there is already a provision for this in place. However, to my understanding this is not the case, based on the bill itself, and what we needed through more committee testimony was clarity through the officials on how that would actually be done.

The Budget Implementation Act, 2022, No. 1, did include an amendment to the CBCA to give law enforcement this access. However, it has never been brought into force.

We moved further amendments at INDU in relation to interoperability as well. The first would have added the jurisdiction of residents and the name of the corporation to the registry, ensuring it could have been searched by these fields. The second would have added specific language to require the registry to be made public in a searchable format.

I will quote Sasha Caldera from Publish What You Pay, which is associated with Transparency International. He said:

Searching by the name of the corporation is a function that the U.K. registry has, and it allows for reverse searching. If you don't know the name of the beneficial owner, you can look up the name of the corporation, for instance. That would be incredibly helpful. In some of our other recommendations, we just want to ensure that all publicly accessible data is searchable.

We wanted to achieve the same objective.

Another amendment we moved was raised by the End Snow-Washing campaign of Transparency International. One of them would have added “mechanisms to prevent beneficial owners from knowingly abusing the PO box system”. Officials outlined at the clause-by-clause debate that this is a regulation that already applies to federally registered corporations.

However, what was not made clear is whether that same regulatory standard would apply to provincially regulated corporations. As a result, we left the amendment stage of the bill not knowing whether P.O. box numbers where provincially registered corporations are held would be subject to the same standard as federally registered corporations if any set agreement was made between the federal, provincial or territorial government in their respective jurisdictions. What I am getting at here is that we just needed a bit more time.

I will quickly touch upon identity verification, another area we wanted to spend a bit more time on. An amendment we were unable to get to the floor in time from the Transparency International campaign related to identity verification. It requested language to require corporations to verify the identity of individuals with significant control. Indeed, there already is a precedent for this in Canada. B.C.'s Business Corporations Amendment Act, 2023, included the following language, which the organization included for reference in its submission to committee the hour before clause-by-clause:

Verification of identity of significant individual

(1) On the request of the registrar, a significant individual, or a person in a prescribed class of persons who can verify the identity of the individual, must provide to the registrar

(a) any prescribed records, or

(b) information or proof the registrar considers necessary

to verify the identity of the individual.

(2) The records, information or proof must be provided under subsection (1) in the prescribed form and manner.

We needed to do so much more for the bill, but I have just been informed by leadership that we will be removing our amendments to the bill, unfortunately, because it looks like we are going to recess for the summer this month. We will not be able to sit this summer and go through this important work.

That said, I still very strongly believe that, when we look at the proceeds of crime and money laundering act, we should revisit the CBCA to ensure we do the utmost to protect Canadians from money laundering. We have so much more work to do on this, and I am sad the Liberals tried to push this through right to the very end. If we just had a few more meetings, the bill could have been so much better.

Canada Business Corporations ActGovernment Orders

June 20th, 2023 / 9:05 p.m.
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Brad Vis Conservative Mission—Matsqui—Fraser Canyon, BC

Madam Speaker, I am going to be speaking on Bill C-42, an act to amend the Canada Business Corporations Act and to make consequential and related amendments to other acts.

Before I begin, I seek unanimous consent from the House to split my time with the hon. member for Charleswood—St. James—Assiniboia—Headingley.

Canada Business Corporations ActGovernment Orders

June 20th, 2023 / 9 p.m.
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The Assistant Deputy Speaker (Mrs. Alexandra Mendès) Liberal Alexandra Mendes

We are debating Bill C-42.

I thank the hon. member.

Questions and comments, the hon. member for Charleswood—St. James—Assiniboia—Headingley .

Canada Business Corporations ActGovernment Orders

June 20th, 2023 / 9 p.m.
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Brad Vis Conservative Mission—Matsqui—Fraser Canyon, BC

Madam Speaker, I rise on a point of order. We are not here to debate Bill C-18; we are here to debate Bill C-42. The member was asking about Facebook.

Canada Business Corporations ActGovernment Orders

June 20th, 2023 / 9 p.m.
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Maxime Blanchette-Joncas Bloc Rimouski-Neigette—Témiscouata—Les Basques, QC

Madam Speaker, according to Transparency International, between $43 billion and $113 billion a year is laundered or is lost to tax evasion.

Obviously the Bloc Québécois is in favour of Bill C‑42, which calls for more transparency from businesses in order to determine who exactly is hiding behind these businesses.

My question for my colleague is on the need for co-operation between the federal government and the Government of Quebec. In fact, Quebec has already brought in measures to improve transparency and to prevent tax evasion. How does my colleague see this co-operation?

Business ownership and business ownership law are areas of provincial jurisdiction, not federal jurisdiction. How does my colleague think the federal government will be able to bring this bill into force while securing real co-operation and getting the necessary information, which belongs to and is the responsibility of the provinces, including Quebec?

Canada Business Corporations ActGovernment Orders

June 20th, 2023 / 8:55 p.m.
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The Assistant Deputy Speaker (Mrs. Alexandra Mendès) Liberal Alexandra Mendes

I do not usually do this, but we are talking about Bill C-42 right now and not Bill C-18.

The hon. parliamentary secretary.