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Bill C-42 · 44th Parliament · Justin Trudeau

An Act to amend the Canada Business Corporations Act and to make consequential and related amendments to other Acts

Government bill. Became law.

small business

  1. IntroducedMarch 22, 2023
  2. Debated in principleJune 1, 2023
  3. Studied by a committeeDone
  4. Passed its first chamberJune 21, 2023
  5. Passed the second chamberOct. 31, 2023
  6. Became lawNov. 2, 2023

Leading supporters

Ranked by the part each played: who is responsible for the bill, who carried it, and who spoke for it most.

  1. Justin TrudeauPrime Minister

Who carries this bill

Arrows run from the person responsible to those who answer to them on this bill. The critic leads the Senate’s scrutiny and answers to no one on it.

What it set out to do

On 22 March 2023, the Minister of Innovation, Science and Industry introduced Bill C-42, An Act to amend the Canada Business Corporations Act and to make consequential and related amendments to other Acts, and it was given first reading. Bill C-42 amends the Canada Business Corporations Act to, among other things, (a) require the Director appointed under that Act to make available to the public certain information on individuals with significant control over a corporation; (b) protect the information and identity of certain individuals; (c) add, or broaden the application of, offences and provide the Director with additional enforcement and compliance powers; and (d) add regulatory authority to prescribe further requirements in certain provisions. It also makes consequential and related amendments to other Acts.

Summary by the Library of Parliament.

Where members stand

Votes and debate for this bill have not been read yet.

How it changed on the way

45% of the text as introduced was changed or removed by the time it became law (4,369 words introduced, 2,897 passed). A committee amended it.

substantial changeintent mostly kept

The core aims of requiring public disclosure of significant control information and strengthening enforcement stayed intact. Penalties were raised sharply, new publication duties added, and older rules on shareholder register access plus lower fines were dropped or replaced.

  • Maximum fine for corporations failing to send required information was raised from $5,000 to $100,000.
    Before: “liable on summary conviction to a fine not exceeding $5,000.”
    After: “liable on summary conviction to a fine not exceeding $100,000.”
  • A new general penalty clause with fines up to one million dollars and prison terms up to five years was inserted.
    After: “A person who commits an offence under any of subsections (1) to (4) is liable on summary conviction to a fine not exceeding one million dollars or to imprisonment for a term not exceeding five years, or to both.”
  • Director must now publish notice of decisions granting exemptions or other applications.
    After: “The Director must publish, in a publication generally available to the public, a notice of any decision made by the Director granting an application made under subsection 2(6), 10(2), 21.303(3), 82(3) or 151(1), section 156 or subsection 171(2) or 187(11).”

How precisely it is written

48VaguePrecise

mixedChallenging the law: ModerateDisputing a charge: Moderate

The text mixes exact dollar amounts, fixed timelines and listed information items with repeated reliance on the Director's beliefs, terms the Director thinks fit, and many prescribed matters. This leaves core questions of what must be disclosed or when an exemption applies open to argument.

Open to argument

  • “without reasonable cause”
    Introduces a subjective standard that requires case-by-case judgment rather than an objective checklist.
  • “subject to any terms that the Director thinks fit”
    Grants open-ended discretion without statutory limits or defined criteria.
  • “if the Director reasonably believes that making it available presents or would present a serious threat”
    Uses a reasonableness test tied to the Director's opinion on future risk.
  • “prescribed circumstances apply to the individual”
    Defers the content of the exception entirely to future regulations.

Clear-cut

  • “liable on summary conviction to a fine not exceeding $100,000”
    States a clear maximum monetary penalty.
  • “within 15 days after the day on which it is recorded”
    Fixes an objective calendar deadline.
  • “a fine not exceeding one million dollars or to imprisonment for a term not exceeding five years, or to both”
    Sets specific maximum penalties that require no further interpretation.

Discretion. Extensive power remains with the Director to decide exemptions, set forms and timing, determine what information is sent, and make information public or not, plus broad regulation-making authority and Governor-in-Council orders for coming into force.

Challenging the law itself. Vague phrases such as 'reasonably believes' and 'thinks fit' could support a vagueness or overbreadth argument under section 7 of the Charter in relation to privacy and security of the person.

Disputing a charge under it. Accused persons could readily dispute the subjective elements of 'without reasonable cause', 'knowingly', and the Director's beliefs about threats or terms, requiring evidence of mental state or reasonableness.

Read by a language model from the royal assent text; every quoted phrase appears in the bill. A reading of the drafting, not legal advice.

Did it work?

too early to tell

Bill C-42 received royal assent in November 2023 and came into force in January 2024, establishing a public federal beneficial ownership registry for CBCA corporations; the 2026 FATF mutual evaluation explicitly states the obligation is too recent for effectiveness assessment. No statutory or parliamentary reviews, Auditor General or PBO reports, departmental evaluations, court rulings, or peer-reviewed studies on the law's achievements were identified.

Who lobbied on it

No lobbying registration naming this bill is loaded.

Stages and dates from LEGISinfo.