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BILL 78 : Lifting a second corporate veil – The obligation to disclose your personal data

On December 8, 2020, Mr. Jean Boulet, Minister of Labour, Employment and Social Solidarity, Minister Responsible for the Mauricie Region, presented Bill 78 An Act mainly to improve the transparency of enterprises to the National Assembly of Quebec1 (the “Bill”).

The main measures of the Bill are:

  • the obligation for enterprises to declare to the Québec’s Enterprise Registrar the identity of their ultimate beneficiary, such as the trustee in the event that shares are held by a trust (section 12);
  • the possibility of searching by name of a natural person in order to find all the entities in which he is involved as a director or shareholder;
  • the obligation to declare a natural person’s date of birth;

These modifications are major compared to the current obligations of publication of the rights which limit the information to be published to the general public. Quebec was already more advanced in terms of transparency compared to Ontario, whose register is accessible through an account2 and pursuant to the payment of certain fees.

Meanwhile, privacy activists will be pleased to learn that the Bill provides for the possibility of avoiding the publication of their home address, when a professional address is disclosed (Article 11).

This Bill is part of a legislative trend against tax evasion and money laundering, which includes the Act to give effect to fiscal measures announced in the Budget Speech on March 21, 2019 and to various other measures, adopted on September 24, 2020 and giving effect to the obligation to disclose nominee agreements.

This Bill also follows the statements of the Minister of Finance in March 20203 as well as the report produced by the Public Finance Committee of the National Assembly in March 20174.

So far, reactions to the Bill are not abundant, but favorable. The Consumers Association for the Quality of Construction welcomes the project, specifically for the possibility of searching by first name, which has an impact on the phenomenon of entrepreneurs who register a new enterprise for each real estate project, hardly discoverable5.

It will be interesting to see the parliamentary discussions when the parliamentary session resumes in 2021.

AVENS will follow the discussions closely

Claudia Giroux

Attorney

Golmehr Attaran

Attorney Partner

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