The new obligations of the enterprises registered with the REQ
Businesses registered or required to register with the Québec Enterprise Register (Registraire des entreprises du Québec) (“REQ“), whether they are or not incorporated in Québec, shall, as of March 31, 2023, report to the REQ:
- (1) the information relating to their ultimate beneficiaries;
- (2) the date of birth of natural persons related to the enterprise and registered in the register (except for proxies or trustees);
- (3) a copy of an identification document of each director.
The information relating to ultimate beneficiaries
Businesses are required to disclose the following information relating to natural persons who are their ultimate beneficiaries:
- (1) their surname, first name or other names used in Québec and under which they identify themselves;
- (2) their home address (the home address of the natural persons must be reported but will not be disclosed and available for consultation, if the enterprise also declares a business address for those persons);
- (3) their date of birth (this information will however not be public);
- (4) the date from which they became an ultimate beneficiary and, where applicable, the date on which they ceased to be an ultimate beneficiary;
- (5) the type of control exercised by each beneficiary or the percentage of shares or units held or of which they are beneficiaries.
The meaning of “ultimate beneficiary”
For the purposes of the Act respecting the legal publicity of enterprises (the “Act“), “ultimate beneficiary” means a natural person who :
- (1) is the holder, even indirectly, or the beneficiary of a number of shares or units of the enterprise conferring on the natural person the power to exercise 25% or more of the voting rights attached to the shares or units;
- (2) is the holder, even indirectly, or the beneficiary of a number of shares or units with a value corresponding to 25% or more of the fair market value of all the shares or units issued by the enterprise;
- (3) exercises de facto control over the enterprise;
- (4) is the general partner of a limited partnership.
Where natural persons holding shares or units of the enterprise have agreed to jointly exercise the voting rights attached thereto and the effect of this agreement is to confer on them the right to exercise 25% or more of these rights, each of them is considered to be an ultimate beneficiary of the enterprise.
In the case of a natural person operating a sole proprietorship, that individual shall be presumed to be the sole ultimate beneficiary of the sole proprietorship, unless he or she declares otherwise.
The copy of the identification document
Businesses will be required to provide a copy of a valid identification document solely for the directors registered with the REQ. Only identification documents with their surname, first name and date of birth will be accepted (ex. a passport, a driving license or a health insurance card).
The filing of the annual declaration after March 31, 2023
Businesses that are “twinned” with Revenu Québec will have to file their next annual update declaration directly with the Enterprise Registrar and check the “No” box on line 39 of their tax return. Thereafter, they will again be able to file their annual update declaration via their tax return.
For more information on this subject, please refer to our previous articles at https://www.gascon.ca/en/2019/06/06/the-beneficial-ownership-and-new-corporate-obligations-of-the-federal-private-corporations-coming-into-force-as-of-june-2019/, at https://www.gascon.ca/en/2020/03/30/the-quebec-governments-new-requirements-regarding-corporate-transparency/, at https://www.gascon.ca/en/2021/06/11/the-outcomes-of-the-enactment-of-bill-no-78-an-act-mainly-to-improve-the-transparency-of-enterprises/, at https://www.gascon.ca/en/2021/11/30/an-act-mainly-to-improve-the-transparency-of-enterprises-quebec-leads-the-way-towards-enforcing-corporate-transparency/