bcgov
Exemption from Filing - Is this information public?
Megan Fedora has raised a question about the ability to disclose whether a company is exempt from filing in the transparency register.
The initial plan is to declare exemption in the Annual Report filing.
1. If clients were to order the annual report (for their company OR another company) are they authorized to see information about being exempt from filing. I.e. is this public. Although the legislation does not authorize the sharing of this information, it also does not block it. Policy does not see any reason why this information can’t be shared and have mentioned it is business information, and not personal.
2. If this information is public are there other locations where it would add value (e.g. in the corporate summary). The information isn’t necessarily public as public implies you could receive it for free, but it is not personal information rather it is business information. It would really be up to the Registrar to decide when the information can be shared.
Bill 20, BUSINESS CORPORATIONS AMENDMENT ACT, 2023, does not authorize the Registrar to include exemption declaration information from public/exempt companies on the RTR (future legislative changes after the RTR goes live may change this). The exemption information collected on the Annual Report will become a part of the corporate register information and governed by parts of BCA section 416 (inspection and copies of records) relating to searching and inspecting the corporate register.
Section 416 of the BCA is pasted below(a.01 was added by Bill 20 to this section but is not shown in below snippet. That addition related to searching publicly accessible information in the RTR):
An exemption declaration could be included on the AR output and a copy ordered by any person. The exemption declaration information could also appear on the Company Summary, and it will be up to the Registrar to decide if that information will appear there.
Please let me know when this information is obtained so we can share with Megan.
@mstanton1 Have updated the details section with the feedback from Policy.
As per today's meeting lets engage the business unit to determine what they think would be the most valuable for users. Please include Mark Balaski, Elizabeth Espinosa and Megan Fedora (optional).
Meeting output: Had discussions with Megan and Elizabeth and they seem to agree with the exemption declaration appearing on the Corporate Summary. However it needs to be escalated to Kaine/Sinead for approval. Reached out to Policy for any other inputs and confirmation before escalation.
@mstanton1 Have confirmed with Policy for the exemption declaration appearing on the Corporate Summary.
Policy Recommendation: If an exemption declaration will be viewable on a company summary that can be ordered by the public, is for BC Registry to provide a company the ability to declare an exemption or remove an exemption declaration when necessary, so that the information on the corporate summary can be accurate and up to date. Currently, we have the Annual Report being used annually to declare an exemption declaration, but we would recommend an additional option whereby a company can update an exemption declaration part way through the year (e.g., the company can go public at any time and thereby becomes exempt from filing TR info. The company AR filing might not become available for filing many more months down the road).
The BC Registry could consider allowing a company to provide a letter mid-year that advises it is no longer a private company required to file TR information. The Registrar could then notate (this notation would be on the corporate register which is being used to hold exemption declaration information) the date the letter was received, the date the company became exempt from filing TR information, the reason for exemption, and the Registrar would no longer allow the company’s previously filed TR information to be publicly searchable (exempt companies no longer fit the definition of a private company whose TR information can be publicly searched). Furthermore, a similar process could be put in place to show a company that was exempt is now no longer exempt and must file TR information (with this option, however, the company would not be required to file the information found in their TR until the annual reporting period).
@Apt766525 thank you! I think this warrants further discussion with the business. The key decision point will be:
- Do we add this information to the company summary now, which means we should support a paper based process for mid year updates?
- Do we wait to add this information to the company summary until legislative amendments have taken place allowing us to capture declaration status in the company information page?
I've added this to the next BTR UX/UI meeting agenda.
@Apt766525 I received an update from policy today. They've noted we ARE authorized to collect if a business is public or privately traded in the Company Information Page! I've added this into the Rules for Declaration of Exemption ticket (20552) under question #3. We can still share the update at our next meeting. I will also create a design ticket on the Epic #20189.