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At Magellan Law, we take the health and safety of our clients, our team and others who may attend our office very seriously.  As our physical office has re-opened, we have developed the following policies regarding entry to our office:

  1. If you are feeling unwell or have travelled outside Canada within the last 14 days, please DO NOT ENTER.
  2. Please use the mail slot to drop off any items or papers that will fit through the mail slot.
  3. To gain entry to our office, please ring the doorbell and someone will let you in.
  4. Please use hand sanitizer upon entry.
  5. Masks are required for all in-office meetings.  If you do not have a mask we will be pleased to provide one.

We assure you that the above does not impact our ability to provide exceptional service, legal advice and support.  If you wish to meet with one of our lawyers or staff, please make an appointment.

The BC government’s Bill 24 brings significant changes to the way companies recognized under the BC Business Corporations Act (the “BCBCA“) are required to record share ownership.  Currently, BC companies are required to maintain a central securities register of their legal or registered shareholders.  As of October 1, 2020 (extended from May 1, 2020 due to COVID-19) all BC companies (with limited exceptions) will also be required to maintain a separate transparency register of Significant Individuals (defined below) or a statement stating that there are no individuals who qualify as Significant Individuals.

A.   Who is a Significant Individual?

Significant Individuals are individuals who, separately or jointly with others:

  • own or control 25% or more of the issued shares of a company or 25% or more of the issued voting shares of a company, whether they hold their interest as registered or beneficial owners or directly or indirectly; or
  • either directly or indirectly have the right to elect, appoint or remove the majority of the directors of the company or the ability to exercise direct and significant influence over an individual who has the right to do so.

Note as follows:

  • if a registered shareholder is not an individual, the transparency register must disclose any Significant Individual who controls, directly or indirectly, such entity;
  • a Significant Individual need not be a shareholder of the company. The foregoing rights or abilities may arise under a ‎financing agreement, purchase agreement, option agreement or shareholders’ agreement; and
  • two or more individuals that the BCBCA considers to be “associated” with each other will be presumed to be acting in concert. The BCBCA’s definition of “associate” if used to indicate a relationship with a person includes spouses, children, and other relatives who share a home.

B.   Information to be Included in the Transparency Register

The transparency register must contain the following information for each Significant Individual:

  • the individual’s full name, date of birth and last known address;
  • whether or not the individual is a Canadian citizen or permanent resident of Canada, and if not, every country or state of which such individual is a citizen;
  • whether or not the individual is resident in Canada for the purpose of Canadian income taxes;
  • the date on which the individual became or ceased to be a Significant Individual; and
  • a description of how the individual is a Significant Individual.

If a company is unable to confirm some or all of the required information, the transparency register must contain a statement that the company was not able to obtain or confirm the information and a summary of the steps taken to obtain or confirm the information.

C.   Ongoing Obligations

At least once annually, within two months of the anniversary date of its recognition as a company in ‎BC, a company must take reasonable steps to ensure that the transparency register is accurate and complete.  The transparency register must be updated by the company within 30 days of the company becoming aware of any change.  Reasonable steps may include questioning ‎shareholders and reviewing the company’s key agreements to determine key issues of control and ‎influence.

Shareholders are required to respond accurately and promptly to any request for information from a company.  Any individual who is identified as a Significant Individual must be notified within 10 days of such person being added to, or removed from, the transparency register.

A company also has obligations with respect to the disposal of the information that it collects with respect to Significant Individuals.  One year following the sixth anniversary of the day on which an individual ceases to be a Significant Individual, the ‎company is required to dispose of all information and records about the Significant Individual that were gathered for the ‎purposes of maintaining the transparency register. ‎

D.   Access to the Transparency Register

The transparency register may only be reviewed by the company’s directors and such inspecting officials as tax authorities and law enforcement entities during statutory business hours.

E.   Non-Compliance

Both the company and its directors and officers face penalties for failure to comply with these requirements.  A person, other than an individual, may be subject to a fine of up to $100,000 and an individual may be subject to a fine of up to $50,000.  Shareholders who provide false or misleading information or fail to provide any material facts to the company will also be subject to such penalties.

F.   Steps a Company must take to create a Transparency Register

In order to create your company’s transparency register, you must:

1.  Determine the Significant Individuals in respect of your company, if any, in accordance with section A above.  Such individuals include but are not limited to:

  • registered shareholders in the central securities register who hold 25% or more of the issued shares or voting shares;
  • individuals who beneficially own 25% or more of the issued shares or voting shares who are not registered in the ‎central securities register;‎
  • individuals who have direct or indirect control of a registered shareholder that is not ‎an individual and that holds 25% or more of the issued shares or voting shares;
  • individuals, whether or not a shareholder, who have “direct and significant influence” ‎over any such registered or beneficial holder; and
  • individuals, whether or not a shareholder, who have rights or abilities that, if ‎exercised, would result in the election, appointment or removal of the majority of the directors of ‎the company; and

2.  Make reasonable attempts to obtain the additional information set out in section B above for such Significant Individuals.

Once the transparency register has been prepared, it must be kept at the company’s records office (generally alongside the remainder of the company’s records book).

If you have any questions about the transparency register requirements or require assistance in determining your company’s disclosure obligations or preparing the transparency register, we encourage you to reach out to us to discuss.

Further to our COVID-19 – Office Plans communication, at Magellan Law, we take the health and safety of our clients and team very seriously.  In response to the COVID-19 outbreak, we have decided to temporarily close our physical office to minimize potential impact to our clients and team.  Our office closure will be effective immediately and will continue until further notice.

Thankfully, we are capable of transitioning our practice to a virtual office.  The use of document management, client management and practice management software assists us in having file information readily available while our team members are working remotely.

Below we have set out what you can expect as we temporarily transition to a virtual office:

  • Our team members will continue to work on your file remotely. It is expected that this transition will be seamless for you as Magellan Law already maintains its active files electronically.
  • All of our team members’ emails will be monitored. We will continue to be accessible to you by email for inquiries, requests and other correspondence.  While we have arranged for mail forwarding, we encourage you to use email for transmission of documents.  If you have security concerns over email, we can arrange to use e-Courier, a secure email and file sharing tool, to ensure seamless service on your file.
  • Annual reports and other filings will continue to be processed. Our office will complete all filings in the usual course to the extent that the BC Registry and/or other filing agencies remain open.
  • All appointments will be by telephone or video call. While we value and enjoy the opportunity to meet with you in-person, we will make virtual arrangements for all meetings to minimize any potential exposure.  Our voicemail system will be regularly monitored and our team members will be available by IP phones and/or cell phones.  In the event that you had an in-person meeting scheduled with our office in the near future, we will contact you to make the revised arrangements.

As we navigate the potential challenges ahead, we will endeavor to keep you updated as quickly as possible.  We value your continued trust and partnership with Magellan Law.  Please feel free to reach out to us if you have any additional questions.

At Magellan Law, we take the health and safety of our clients and team very seriously.  We also prioritize clear and transparent lines of communication.  Accordingly, we wish to share some of the steps we are taking to respond to the COVID-19 outbreak.

As the impact of COVID-19 continues to evolve and new information becomes available daily, our goal at Magellan Law is to remain calm but ensure that we have a contingency plan in place to minimize potential impact to our clients and team.

Our team members have been instructed to sanitize their offices and workstations every night.  We are taking steps above and beyond our usual strict cleaning regimens for our common areas, including reception and boardrooms (which are always sanitized after each meeting and at the end of the day), to help reduce the spread of germs.  We have also posted hygiene reminders throughout the office and hand sanitizer has been made readily available.

We are monitoring the health of all team members and encouraging anyone who feels sick to stay at home.  We have also temporarily ceased our group team meetings and, to the extent possible, are managing internal workflow electronically.

Further, our team members have been encouraged to avoid any physical contact (including handshakes) with clients and colleagues.

Thankfully, we are capable of transitioning our practice to a virtual office in the event that it becomes prudent or necessary to temporarily close our physical location.  The use of document management, client management and practice management software assists us in having file information readily available in the event that our team members are working remotely.

We continue to monitor the local situation and are prepared for the possibility that our office may be faced with an exposure to the virus.  Below we have set out what you can expect if we temporarily close our physical office:

  • Our team members will continue to work on your file remotely. It is expected that the transition to a virtual office (if necessary) will be seamless for you as Magellan Law already maintains its active files electronically.
  • All of our team members’ emails will be monitored. We will continue to be accessible to you by email for inquiries, requests and other correspondence.  While we will arrange for mail forwarding, we encourage you to use email for transmission of documents in the event that our physical office is closed.  If you have security concerns over email, we can arrange to use e-Courier, a secure email and file sharing tool, to ensure seamless service on your file.
  • Annual reports and other filings will continue to be processed. Our office will complete all filings in the usual course to the extent that the BC Registry and/or other filing agencies remain open.
  • All appointments will be by telephone or video call. While we value and enjoy the opportunity to meet with you in-person, we will make virtual arrangements for all meetings to minimize any potential exposure.  Our voicemail system will be regularly monitored and our team members will be available by IP phones and/or cell phones.

As we navigate the potential challenges ahead, we will endeavor to keep you updated as quickly as possible.  We value your continued trust and partnership with Magellan Law.  Please feel free to reach out to us if you have any additional questions.

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