In an already troubled global economic context, the Trump administration’s reimposition of additional tariffs on Canadian exports to the United States has shaken the foundations of international trade for Canadian and Quebec companies. These protectionist measures, intended to limit access to the U.S. market, represent a major challenge for Canadian businesses, which find themselves caught up in an unprecedented trade war. The governments of Quebec and Canada reacted swiftly and decisively to the threat, implementing a series of bold measures to protect our economy, support our businesses and preserve jobs. These measures are part of a broader plan to enhance resilience and diversification. They not only seek to lessen the immediate effects of tariffs, but also to bolster the competitive edge of Canadian and Quebec businesses on the global market. By supporting innovation, improving productivity and opening new markets, Quebec and Canada are sending a clear message to their businesses and to the world at large, saying “We will not be deterred by protectionist measures and will persist in building a robust, competitive economy.” Measures taken by the Quebec government The Quebec government has implemented a number of measures to support businesses affected by the United States’ imposition of these additional tariffs. Here is a summary of the main initiatives. 1- Investissement Québec’s FRONTIÈRE program Purpose: Support Quebec manufacturing or primary sector exporters needing short-term liquidity to adapt their business models or supply chains because their sales are significantly affected by additional U.S. tariffs. Details: The program offers fast financial aid of up to $50 million per company in the form of loans with a maximum term of 7 years and a deferral on the repayment of principal up to 24 months. It is intended for businesses in the manufacturing or primary sector whose sales are significantly affected by the new U.S. tariffs. 2- Investissement Québec’s ESSOR program and productivity component Purpose: Enhance the productivity of businesses to make them more visible to major buying organizations, diversify their markets and fuel their growth. Details: The program offers flexible and advantageous financial assistance, including interest-free loans and non-repayable contributions for investment projects exceeding $10 million. It aims to reduce manufacturing costs and advantageously position businesses in new markets. 3- Investissement Québec’s Panorama financing and support program Purpose: Provide working capital for projects aimed at expanding or diversifying sales in Canada and internationally (excluding the U.S.). Details: With its $200-million budget, the initiative is designed to help companies diversify their exports and boost their competitiveness in new markets through financing and support services. It provides financing in the form of term loans ranging from $250,000 to $1,000,000, with a deferral on the repayment of principal of up to 24 months and no requirement for collateral or a corporate or personal guarantee. Support services can include, for example, strategic guidance on diversification, business intelligence on the selection and attractiveness of target markets, identification of business opportunities, including public tenders, or the facilitation of connections with potential customers. 4- Investissement Québec’s Grand V initiative Purpose: Stimulate business investment and accelerate the shift to innovation and sustainable productivity to drive growth. Details: The program was in place before the U.S. decided to impose additional tariffs on Canadian exports to the U.S. It is therefore not a direct response to the tariffs. It provides a blend of flexible financing with a possible deferral on the repayment of principal of up to 48 months, with no impact on the interest rate. Additionally, qualifying companies can access up to 1,000 hours of technological support from Investissement Québec’s innovation experts. 5- Commission des partenaires du marché du travail’s (CPMT) call for projects entitled “Formation pour la résilience et la compétitivité en emploi” [training for employment resilience and competitiveness] Purpose: Help businesses affected by additional U.S. tariffs to develop their employees’ skills. Details: This program aims to improve the skills of employees to better face current and future economic challenges. Training should make it possible for businesses to keep their workforce employed in the short term while they address the issues caused by the United States’ implementation of additional tariffs. The Commission des partenaires du marché du travail (CPMT) is issuing a call for projects from collective promoters wishing to help companies affected by the introduction of these tariffs. Collective promoters can be employers’ or workers’ associations, joint committees, sector-based labour committees, buying organizations with certified training departments, franchisors operating under their own brands, training mutuals recognized by the CPMT and Indigenous employment readiness and skills development organizations. 6- Caisse de dépôt et placement du Québec’s Program for Québec businesses Purpose: Help businesses launch new projects to boost productivity or strategically enter new markets. Details: The program provides access to flexible financing that complements the solutions offered by banks and financial markets to encourage companies to undertake projects aimed at increasing productivity; support for technological transformation—automation, robotics, business process digitization and artificial intelligence applications; and access to increased support from the CDPQ team. It is intended for all businesses looking to explore new markets to diversify their customer or supplier base or their operations. The CDPQ has announced that it will finance the most promising technological transformation projects following a call for projects to be launched in the coming weeks. 7- Local investment fund payment deferrals Purpose: Provide companies with a six-month deferral on repayment (principal and interest) of financing granted through local investment funds to help businesses cope with the disruptions caused by additional U.S. tariffs. Details: Regional county municipalities (MRCs), which manage local investment funds, will be entitled to offer businesses a six-month grace period on the repayment of loans received. The deferral period can be added to what is already allowed through these MRCs’ existing investment policies. Local investment and solidarity funds can also jointly grant payment deferrals for projects that receive funding from both types of funds. 8- Penalties for U.S. companies Purpose: Disadvantage American companies in Quebec’s public calls for tenders. Details: American companies participating in public calls for tenders will be imposed penalties of up to 25% on their tenders if they don’t have establishments or trading partners in Quebec. The Quebec government has authorized municipalities to impose this penalty as well. The measure aims to promote the growth of Quebec companies and spur economic prosperity in Quebec. Measures taken by the Canadian federal government The Canadian government took several steps in response to the United States’ unprecedented tariffs. 1- Retaliatory tariffs Purpose: Respond to the United States’ unjustified tariffs. Details: Canada has imposed a 25% tariff on $30 billion worth of American products. These tariffs immediately apply to a list of specific goods. Additionally, tariffs of 25% on a list of separate goods valued at $125 billion were to be imposed after a 21-day consultation period beginning on March 4, 2025. The imposition of tariffs on this list of products was put on hold on March 6, 2025, after President Trump decided to suspend the imposition of additional U.S. tariffs on most products that qualify as products of Canada under the Canada-United States-Mexico Agreement (CUSMA) rules of origin. In addition, in response to the introduction of an additional 25% tariff on all U.S. steel and aluminum imports on March 12, 2025, Canadian retaliatory measures on most steel and aluminum products imported from the U.S. and certain other U.S. goods came into effect on March 13, 2025. 2- Customs duty relief Purpose: Lessen the impact of Canadian countermeasures to additional U.S. tariffs on Canadian companies. Details: The government has established a procedure to evaluate exceptional requests for exemptions from tariffs imposed as part of its response to additional U.S. tariffs. The government has also indicated that existing duty drawback programs will be available for Canadian paid or payable surtaxes. 3- Trade Impact Program Purpose: Support Canadian companies in their efforts to diversify their export markets. Details: This $5-billion program is designed to help companies explore new markets and reduce their reliance on the U.S. market. It also helps them navigate the economic hurdles caused by the tariffs, including losses from non-payment, currency fluctuations, lack of access to cash flows and barriers to expansion. 4- Employment Insurance: Work-Sharing Program Purpose: Avoid layoffs when there is a temporary decrease in the normal level of business activity beyond the employer’s control. Details: The government is temporarily making this existing program more flexible to make it more accessible and extend the maximum duration of agreements. Employment Insurance may cover a portion of employees’ wages if they agree to reduce their working hours and share the remaining work in the period needed for the business to recover, when the amount of work available is reduced because of a temporary slowdown in normal business beyond the employer’s control. The employer, its employees (and union, if applicable) and Service Canada must all enter into a work-sharing agreement. Workers unions have called for additional support measures under the Employment Insurance program, and although the government appears open to introducing such measures, they have not yet been formally announced. 5- Preferred-rate loans from BDC Purpose: Provide financial support to businesses affected by additional U.S. tariffs. Details: The Business Development Bank of Canada (BDC) is offering up to $500 million in preferred-rate loans available to help companies in sectors directly affected by tariffs and companies in their supply chains. 6- Farm Credit Canada lending Purpose: Support Canada’s agricultural industry. Details: Lending totalling 1 billion is being provided through the Farm Credit Canada to help farmers deal with the consequences of additional U.S. tariffs and maintain their competitiveness on international markets. Conclusion Quebec and Ottawa have put robust measures in place to help businesses and workers in the wake of the United States’ imposition of additional tariffs. These initiatives are aimed at enhancing competitiveness, diversifying export markets and protecting jobs. Both levels of government are collaborating closely to minimize economic repercussions and defend Canada’s interests on the global stage.

Nearly four years after the Canada-United States-Mexico Agreement (the “CUSMA” or the “Agreement”) came into force, U.S. President-elect Donald Trump announced on November 25, 2024, that he would impose 25% tariffs on all products entering the U.S. from Canada and Mexico, starting on the first day of his presidency, that is, January 20, 2025. Mr. Trump added that the tariffs would remain in effect until Canada and Mexico strengthened their border policies, which he blames for the increase in illegal immigration and the trafficking of devastating drugs in the United States. As a reminder, under the current provisions of the CUSMA, most products made in Quebec and Canada can be sold on U.S. markets without tariffs applying. President Trump has repeated his intention to implement such customs tariffs on several occasions since his announcement at the end of November. However, no real measure has yet been taken to impose these customs tariffs. Still, should he choose to go ahead with his threat, there appears to be several legislative provisions on which his administration could rely to implement these tariffs. His administration could invoke the CUSMA’s essential security exception, which allows a party to the Agreement to apply any measure deemed necessary to protect its essential security interests, the national security exception in the Trade Expansion Act of 1962, which President Trump’s first administration used in 2018 to introduce tariffs on U.S. imports of certain steel and aluminum products, or the provisions of the National Emergencies Act. Needless to say, the announcement sent shockwaves through the political and business communities in Canada and Quebec what with the close commercial ties that the U.S. has with Canada, including with Quebec. In the first quarter of 2024 alone, Quebec’s merchandise exports to the U.S. reached CAN$21.2 billion, which accounts for nearly 74.6% of the province’s international merchandise exports and makes the U.S. Quebec’s main trading partner on the world stage. The imposition of 25% tariffs would therefore significantly affect Quebec businesses. It would make them less competitive on the U.S. market, on which they rely heavily to export their products. The measure could be particularly detrimental to the Canadian forestry industry, which is already severely affected by tariffs of nearly 15% on lumber. The U.S. economy would also be considerably affected by such protectionist tariffs. While in the short term, tariffs could benefit certain domestic manufacturers and producers, in the longer term, they are likely to harm the U.S. economy as a whole. Many U.S. manufacturers would face higher costs of inputs, and established supply chains would be disrupted, in particular in the automotive and steel industries. To continue to make profits, many U.S. companies could be forced to pass on the additional costs to their end consumers by raising the prices of their products, which would undoubtedly result in another wave of inflation. Worth mentioning also are the retaliatory measures that the Canadian government may want to implement in response to such tariffs, which could affect certain parts of the U.S. economy. Although the CUSMA provides for dispute resolution mechanisms, they are unlikely to lessen the impact of the measures that the Trump administration is considering in the short term, as a final decision under these mechanisms could take a long time to be issued. The new U.S. administration could use the announcement made on November 25 as leverage in future CUSMA renewal negotiations, the preparatory discussions for which are slated to begin next year, or in negotiations for a separate trade agreement between the U.S. and Canada that would exclude Mexico. Canadian businesses would do well to encourage their various trade associations to take steps to lobby both American decision-makers and their corporate customers in the U.S. and remind them of the harmful effects that the announced tariffs may have on American businesses. While we wait for a more detailed announcement with information concerning specific tariff exemptions in particular, we suggest that businesses choose their future trading partners with great care. In an increasingly protectionist global economic context, a strategy involving the diversification of trading partners is the best way for businesses to offset the risks associated with a particular country’s tariff policies. The Comprehensive Economic and Trade Agreement signed by Canada and the European Union in 2017, which our firm helped to negotiate, may prove to be an interesting solution in this respect. Our team of commercial law and tax professionals is available to help you find solutions to the issues arising from this announcement. With our expertise, we can assist you in your commercial negotiations and help you develop strategies to mitigate the impact that the announced tariff increase may have on your business.

On May 11, 2023, the Fighting Against Forced Labour and Child Labour in Supply Chains Act, S.C. 2023, c. 9 (the “Act”) was passed. The purpose of this Act is to implement Canada’s international commitment to contribute to the fight against forced labour and child labour, and to require certain entities to report on the measures they have taken to reduce the use of forced labour and child labour. The Act came into force on January 1, 2024, and reporting entities and federal institutions were required to submit their first report under the Act by May 31, 2024. In addition, Public Safety Canada (the “Government”) released the Guidance for reporting entities.  Scope of the Act The Act applies to government institutions and to any corporation, partnership, trust or other unincorporated organization that (i) is listed on a stock exchange in Canada or (ii) has a place of business in Canada, does business in Canada or has assets in Canada and that, based on its consolidated financial statements, meets at least two of the following conditions for at least one of its two most recent financial years: (a) it has at least $20 million in assets (b) it has generated at least $40 million in revenue (c) it employs an average of at least 250 employees (collectively, the “entities”) Or (iii) is prescribed by regulations. The obligation to report applies to any entity (a) producing, selling or distributing goods in Canada or elsewhere; (b) importing into Canada goods produced outside Canada; or (c) controlling an entity engaged in any of these activities. Entities are considered to be operating in Canada if they produce, sell or distribute goods in Canada. They may also be considered to be operating in Canada if they have employees, if they make deliveries, purchases or payments in Canada, or if they have bank accounts in Canada. It is important to note that doing business in Canada does not require having a place of business in Canada. Forced Labour vs. Child Labour For the purposes of this Act, child labour is defined as labour provided by minors that (i) is provided or offered to be provided in Canada under circumstances that are contrary to the laws applicable in Canada; (ii) is provided or offered to be provided under circumstances that are physically, socially or morally dangerous to them; (iii) interferes with their schooling; or (iv) constitutes the worst forms of child labour, as defined in article 3 of the Worst Forms of Child Labour Convention.1 Forced labour is labour provided by a person (i) in circumstances in which it would be reasonable to believe that their safety or that of a person known to them would be threatened if they failed to provide such labour; or (ii) in circumstances which constitute forced or compulsory labour, as defined in article 2 of the Forced Labour Convention.2 Entities With Reporting Obligations Any entity required to report annually to the Government under the Act must include in its report the steps taken during its previous financial year to prevent and reduce the risk of forced labour and child labour. In order to comply with the obligations imposed by the Act, the entity must also include in its report information on its structure, its activities relating to the production, sale, distribution or importation of goods, as well as the type of goods and place of operation, and the countries or regions involved in its supply chains. Lastly, the report must include a brief explanation of the entity’s due diligence policies and processes regarding forced labour and child labour, information on the training provided to employees, and the parts of its business that carry a risk of forced labour or child labour. Given that the steps taken to prevent and reduce forced labour and child labour can result in a loss of income for vulnerable families, the Act requires entities to identify the measures taken to mitigate such impact on these families. Publication of Reports Entities must not only comply with the format, approval and attestation requirements for their report before submitting it to the Government but also make it available to the public by publishing it on a prominent place on their website. They can submit their report in one of the two official languages, although the Government recommends that reports be published in both English and French. In addition, the Act requires entities incorporated under the Canada Business Corporations Act or any other federal law to provide a copy of the report to each shareholder at the same time as their annual financial statements. Offences and Fines Reporting entities that fail to submit their report or make it available to the public are liable to a fine of not more than $250,000 per offence.3 The senior executives, directors and employees of an entity are also liable to fines and criminal prosecution should the entity contravene the Act.4 Any offence committed by an entity may also entail reputational risk. Our Advice Introducing policies, procedures, audit tools and other rules—or improving existing ones—to prevent and reduce modern slavery is essential. Such policies and rules may include procedures for reporting and an investigation process to address concerns, as well as a whistleblower protection system (whistleblower policy or similar measures). Businesses should think about how they select suppliers and whether they should adopt rules for monitoring the activities of their suppliers and partners. They should also consider updating their agreements with existing suppliers or partners to ensure compliance with the requirements of the Act, in particular by including provisions prohibiting the use of forced labour or child labour in suppliers’ business activities. Other measures may include raising awareness and training staff, directors and officers on how to implement company policies and procedures aimed at identifying and preventing forced labour and child labour. Our team has developed tools to help reporting entities identify the parts of their business that carry a risk of forced labour or child labour. We will be monitoring upcoming government publications in response to the first reports that reporting entities submit and, if need be, we will release another article to clarify reporting obligations. For any questions or advice relating to your obligations under the Act, do not hesitate to contact our team. Section 1 of the Act; see also the Worst Forms of Child Labour Convention, adopted in Geneva on June 17, 1999, article 3: Link Section 1 of the Act; see also the Forced Labour Convention, adopted in Geneva on June 28, 1930, article 2: Link Section 19 of the Act. Section 20 of the Act.

Over the last several years, member countries of the OECD, including Canada and the U.S., have committed to various international undertakings dealing with corporate governance. In keeping with these commitments, since 2019, the Canada Business Corporations Act (CBCA) has required business corporations incorporated under the CBCA to prepare and maintain a register of individuals with significant control over the corporation. Nearly all Canadian provinces, including Québec, have also amended their legislation to make control of companies incorporated in their jurisdiction more transparent. For instance, since March 31, 2023, companies registered with the Québec Enterprise Register (REQ) must report their ultimate beneficiaries to the REQ. Providing greater transparency in the control of Canadian businesses is a continuing process, and additional provisions that apply to federal business corporations came into force on January 22, 2024, and others, applicable to businesses registered with the REQ, will come into force on July 31, 2024. The provisions of the Corporate Transparency Act of the United States requiring companies to report beneficial ownership information came into force on January 1, 2024; some of these provisions are of interest for Canadian companies. Canada – Public register of individuals with significant control Since June 2019, business corporations incorporated under the Canada Business Corporations Act have been required to maintain a register of “individuals with significant control” (ISCs) containing the following information: the name, date of birth and last known personal address of each ISC the citizenship, country or countries where the ISCs are residents for tax purposes the date on which each of these individuals became an ISC the manner in which the individual is an ISC and any other information required by the regulation.1 Although federal corporations must make this register accessible to the Director tasked with administering the Canada Business Corporations Act, to shareholders and creditors of the corporation and to investigative bodies, the register was not accessible to the public until recently. On November 2, 2023, the federal legislator amended the provisions of the Canada Business Corporations Act to, among others: allow ISCs to provide an address for service in addition to their personal address provide that a portion of the ISC information compiled by federally incorporated businesses must be sent to the Director tasked with administering the CBCA provide that the Director must make the following information on ISCs accessible to the public: their name their address for reporting purposes if such an address is provided or, failing which, their personal address the date on which they became an individual with significant control and a description of the manner in which each one is an individual with significant control Note that even if the date of birth, citizenship, country or countries where the ISC is a resident for tax purposes and their personal address (if they provided an address for reporting purposes) must be provided to the Director overseeing the Canada Business Corporations Act, this information will not be made public. The Director may, however, in turn provide to any police force, the Canada Revenue Agency and any provincial body that has responsibilities similar to those of the Canada Revenue Agency, bodies that have investigative powers in relation to certain offences, a provincial enterprise register or provincial agency enforcing corporate law in that province all or part of a corporation’s ISC information, which goes beyond the information it makes available to the public. A corporation must send its ISC information electronically through the Corporations Canada website, at incorporation (if incorporated after January 22, 2024), annually and concurrently with the filing of its annual declaration, within 30 days following its merger with another CBCA corporation, within 30 days of the date on which it becomes subject to the CBCA after incorporating under the laws of another jurisdiction, and within 15 days following any changes made to its register of ISCs. These amendments came into force on January 22, 2024. To assist federal corporations in drawing up a list of their ISCs, the Director tasked with administering the Canada Business Corporations Act posted a letter template on its website that federal corporations may send to their shareholders, their ISCs and to anyone who could reasonably be expected to have the relevant knowledge to identify their ISCs.2 The purpose of that letter is to help the corporation in identifying its ISCs. It is mandatory for shareholders to respond to the corporation’s request and failure to respond may result in significant fines and even imprisonment. Québec – Search a natural person by last name and first name Since April 1, 2023, most private businesses that required to register in Québec must report to the Registre des entreprises du Québec the names, residential address and date of birth of each of their ultimate beneficiaries, and the type of control exercised by them or the percentage of shares or units of the corporation owned by these ultimate beneficiaries or of which they are the beneficiaries. In general, an ultimate beneficiary of a business is a natural person who owns or is the beneficiary of 25% or more of the voting rights for that business, who owns or is the beneficiary of 25% or more of its fair market value or who has an influence that could result in de facto control over the business. The information reported on ultimate beneficiaries is accessible to the public and free for anyone consulting the REQ. The requirement to report ultimate beneficiaries applies to almost all businesses registered in Québec and is not limited to businesses incorporated under Québec law nor to business corporations. Therefore, any foreign legal person that is required to register in Québec must report its ultimate beneficiaries. The same applies to partnerships, such as general partnerships and limited partnerships, and some trusts. As of July 31, 2024, it will be possible to search the REQ using the last name and first name of a natural person. Accordingly, from that date, it will be possible to obtain the list of all businesses registered in the REQ of which a person is a director, officer, one of the three shareholders controlling the greatest number of votes and an ultimate beneficiary by searching by his or her last name and first name. The last and first name of the natural person and his or her residential address will appear in the search results. However, if a work address was reported to the register for that person, only the work address will appear. Federally incorporated businesses registered with the REQ A federally incorporated business that does business in Québec must maintain a register of its ISCs under the Canada Business Corporations Act and report information on its ultimate beneficiaries to the REQ. Although most ISCs of a federally incorporated business will also be the ultimate beneficiaries under the Act respecting the legal publicity of enterprises and vice versa, the two acts do not define an ISC and ultimate beneficiary in exactly the same way. A person may be an ultimate beneficiary under the Act respecting the legal publicity of enterprises without necessarily being an ISC under the Canada Business Corporations Act (and vice versa). Consequently, the content of the register of ISCs for a federally incorporated business — and thus information it will have reported to the Director in charge of the Canada Business Corporations Act — may not be identical to the ultimate beneficiary information it will have reported to the REQ. However, federally incorporated businesses that do not do business in Québec are not required to register under the Act respecting the legal publicity of enterprises. All other provinces, except for Alberta,3 have now incorporated provisions into their business corporations legislation requiring corporations registered under the laws of that province to maintain a register of individuals with significant control. As a result, these provisions only apply to business corporations incorporated under the law of the province and, therefore, do not apply to business corporations incorporated under the Canada Business Corporations Act or under the business corporation act of another province. Corporate Transparency Act in the United States coming into force – Impact on Canadian businesses On January 1, 2021, the Corporate Transparency Act, part of the U.S. Anti-Money Laundering Act of 2020, came into force. Just like the amendments made to the Canada Business Corporations Act and to the Act respecting the legal publicity of enterprises (Québec), the aim of the Corporate Transparency Act is to prevent and fight against money laundering, terrorism financing, corruption, tax fraud and other illicit activities, among others, by increasing the transparency of private companies incorporated in or registered in the United States. On January 1, 2024, the reporting requirements in the Corporate Transparency Act to identify “beneficial owners,” which are basically equivalent to ISCs under the Canada Business Corporations Act and “ultimate beneficiaries” under the Act respecting the legal publicity of enterprises (Québec), came into force. Businesses covered by the act and incorporated before January 1, 2024, have until January 1, 2025, to file their first Beneficial Ownership Information Report. Businesses incorporated after that date must file their first report no later than 30 days after the date they first register with a U.S. government authority. Reports on beneficial ownership of businesses are filed with the Financial Crimes Enforcement Network, an agency of the U.S. Department of the Treasury, better known by its acronym FinCEN. Reporting businesses must submit an updated report within 30 days of any change in information previously reported to FinCEN. Reports on beneficial ownership are not accessible to the public and are not subject to the U.S. Freedom of Information Act. The information contained in these reports will be, however, generally accessible to United States law enforcement agencies and United States federal tax authorities. Foreign law enforcement authorities may also be granted access in certain circumstances through United States federal intermediary agencies. Provided they have received the consent of their clients, financial institutions will also have access to the information to facilitate compliance with customer due diligence requirements under applicable law. All corporations incorporated in the U.S. must file beneficial ownership information reports unless they are legally exempt. Exempt businesses include: most businesses whose securities are registered under the Securities Act of 1934 large businesses, i.e., businesses with more than 20 full-time employees in the U.S., having a facility in the U.S., and having reported over U.S.$5 million in gross revenues or sales in the previous reporting period. It follows that in most cases, unless it is exempted, usually because it will qualify as a “large business” due to the number of its employees and its revenues, a  U.S. subsidiary of a Canadian corporation will have to comply with the act and report the identity of its Canadian beneficial owners. A reporting business must, among other things, report the full name, the date of birth and the address of all its beneficial owners. The U.S. subsidiary of a Canadian corporation must also submit a copy of the Canadian passport (or from the country of citizenship of the person in question) for each of its beneficial owners. A person is deemed a beneficial owner of a corporation if he or she is a natural person who, directly or indirectly, exercises substantial control over the reporting corporation, or owns or controls at least 25% of the corporation’s ownership interests (shares, units or others), in voting rights or in value. The definition of “substantial control” for the purposes of the Corporate Transparency Act is much broader and more specific than what is found in equivalent Canadian legislation. An individual has “substantial control” over a reporting corporation under the Corporate Transparency Act if such individual (i) is a senior officer in the corporation, (ii) has authority to appoint or remove certain officers or a majority of the directors (or similar body) of the reporting corporation, (iii) is an important decision maker of the reporting corporation or (iv) has any other form of substantial control over the reporting corporation. The Corporate Transparency Act imposes serious penalties on individuals who willfully fail to file or update beneficial ownership information or who willfully file false information. These penalties include civil penalties of up to U.S.$500 per day of violation, fines of up to U.S.$10,000, as well as potential; imprisonment for a period up to two years. Note that the act contains a presumption against senior officers in respect to reported information that is false, incomplete or not up to date. These officers could therefore be held personally held liable for civil penalties and fines and could be subject to imprisonment if the reported information proves to be false or incomplete or not up to date. Senior officers must therefore be especially vigilant and ensure that the reporting requirements under the Corporate Transparency Act are met. The Director tasked with administering the Canada Business Corporations Act has posted a template for the register of ISCs on its website. This register can be found at: https://ised-isde.canada.ca/site/corporations-canada/sites/default/files/documents/2023-12/04.3_isc-register-template_en.xlsx This template can be found at: This template can be found at: https://ised-isde.canada.ca/site/corporations-canada/sites/default/files/documents/2023-12/06.1_request_for_information_template_isc_en.pdf The three territories, Yukon, Northwest Territories and Nunavut, still have yet to amend their legislation to require a register of individuals with significant control to be maintained for business corporations incorporated under the business corporation acts of those territories.