Bill 78 was introduced in December 2020 by Minister Jean Boulet and given assent on June 8, 2021. It amends the Act respecting the legal publicity of enterprises (the “Act”) and its regulation, the Regulation respecting the application of the Act respecting the legal publicity of enterprises (the “Regulation”). This legislative amendment is part of a process to prevent and fight tax evasion, money laundering and corruption, and will now require registrants to disclose more of their information. Disclosure of information relating to ultimate beneficiaries The amendments set out new requirements for corporate transparency and now require registrants to disclose information about the natural persons who are their ultimate beneficiaries, including their names, domiciles and dates of birth, in order to prevent the use of nominees for tax evasion, among other things. It should be noted that the obligation to disclose the ultimate beneficiary’s domicile can be circumvented by disclosing a professional address instead. New section 35.2 of the Bill provides that “a registrant who must declare the domicile of a natural person under a provision of this Bill may also declare a professional address for the natural person.” If such an address is declared, the information relating to the domicile of that person may not be consulted. Under the Bill, a “registrant” means a person or group of persons registered voluntarily or any person, trust or partnership required to be registered. The Bill specifies that “ultimate beneficiary” means a natural person who meets any of the following conditions in respect of a registrant1: Is the holder, even indirectly, or beneficiary of a number of shares or units of the registrant, conferring on the person the power to exercise 25% or more of the voting rights attached to the shares or units; Is the holder, even indirectly, or beneficiary of a number of shares or units the value of which corresponds to 25% or more of the fair market value of all the shares or units issued by the registrant; Exercises control in fact of the registrant; or Is a general partner of a limited partnership. The Bill also provides that where natural persons holding shares or units of the registrant have agreed to jointly exercise the voting rights attached to the shares or units and the agreement confers on them, together, the power to exercise 25% or more of those voting rights, each of those natural persons is considered to be an ultimate beneficiary of the registrant. Lastly, it provides that a natural person operating a sole proprietorship is presumed to be the only ultimate beneficiary of the sole proprietorship, unless he or she declares otherwise. Notwithstanding this definition of ultimate beneficiary, it is important to note that the government may make regulations determining other conditions according to which a natural person is considered to be an ultimate beneficiary. Search by name of an ultimate beneficiary The Bill provides that a natural person’s name may be part of a compilation of information or serve as the basis for a compilation, and may be used as a search term for the purposes of a search in the enterprise register. This will allow the public to identify all corporations with which a natural person is associated, where such a person has been named the ultimate beneficiary of a registrant. However, information that may not be consulted may not be part of such a compilation or serve as the basis for one. It should be noted that the Bill also allows the government to make regulations determining the information contained in the enterprise register that may not be consulted. Conclusion This legislative amendment, particularly with the addition of the notion of ultimate beneficiary, will considerably increase disclosure requirements for corporations that are already required to communicate certain types of information to the Registraire des entreprises du Québec. We can only hope that at the end of this legislative process, the government will implement a clear and effective information disclosure system, making it easier for registrants and their advisors to manage the information that they disclose. The new section 0.3 will now be part of the new Chapter 0.1 “Purposes and definitions.”
- Québec, 2020
Justine Beauchesne is a member of the Business Law group. She joined the Lavery team as a student in the summer of 2017. Ms. Beauchesne obtained her law degree from Université Laval and has been a member of the Barreau du Québec since February 2020. She practices in the Quebec City office.
Before beginning her law studies, Ms. Beauchesne completed two years of studies at Université Laval in Public Affairs and International Relations. During her Bachelor of Laws, she did a semester at the University of Strasbourg, where she was able to study international law and become familiar with French law.
Ms. Beauchesne assists our partners and experienced members mainly with corporate reorganizations, private company mergers and acquisitions and the drafting of joint-venture agreements.
- Participated in the representation of a company working in the manufacturing of components for renewable energy industry leaders and in the drafting of documentation required for partnerships as part of the construction of a manufacturing plant for components for this industry
- Participated in the drafting of the documentation required as part of several business sale and purchase transactions in the manufacturing, technology and leisure industries
- Participated in the representation of a major private company operating large-scale garden centres as part of a corporate reorganization that included partnership agreements with other companies operating in the same industry
- Drafted the documentation required for several other corporate reorganizations, in particular in the new technology, tourism and financial services industries
Professional and community activities
- Member of the Lawyers Without Borders committee of the Faculty of Law of Université Laval
- Member of the Jeux’ridiques committee of the Faculty of Law of Université Laval
- Bachelor Degree in Public Affairs and International Relations, Université Laval, 2014-2016
- Bachelor Degree in Law, Université Laval, 2019
- University semester at the Faculty of Law, Strasbourg University
We are pleased to welcome Justine Beauchesne in Quebec City, Stéphanie Dubois, Gabrielle Mathieu, Gabriella Settino and Clémence Trudeau as associates on the Lavery team. Justine Beauchesne joins the Business Law group. Before beginning her law studies, Justine completed two years of studies at Université Laval in Public Affairs and International Relations. During her Bachelor of Laws, she did a semester at the University of Strasbourg, where she was able to study international law and become familiar with French law. Stéphanie Dubois joins the Business Law group. Stéphanie Dubois joined the Lavery team as a student in May 2019. She has completed her Bachelor of Civil Law at the Université du Québec à Montréal (UQAM) with honors and also holds a certificate in labour law. Gabrielle Mathieu joins the Conflict and Resolution group. She holds a bachelor degree in law from the Université de Montréal. During her studies, she was involved in the Women and Law Committee as well as in the Mediation Clinic of the Université de Montréal. She also assisted two judges of the Superior Court during a one-year internship completed in her senior year of the bachelor degree. Gabriella Settino joins the Business Law group. During her legal studies, Gabriella has volunteered for Pro Bono Students Canada as a researcher for a project about family law and as a vice-president for the organization’s McGill Chapter. She was also involved in health and wellness initiatives at the Faculty through her work with Healthy Legal Minds | Juristes en santé, where she was co-leading a project that provides peer-to-peer support to students in the faculty. Clémence Trudeau joins the Conflict and Resolution group. During her law studies, Clémence became involved in various committees, including the sports law committee, where she organized several talks for her peers given by influential professionals in the field. She also participated in the Pierre-Basile-Mignault Moot Court Competition, where she ranked as the 8th best litigant in the competition. In addition, she participated in a clinic.