Co-ownership Syndicates Exempt from Declaring Ultimate Beneficiaries


Quebec (chapter P-44.1, s. 148, 2nd par., subpar. 3)

On January 18, 2023 notice was given in accordance with sections 10 and 11 of the Regulations Act that an amendment to the Regulation respecting the application of the Act respecting the legal publicity of enterprises (ALPE) may be made by the Minister of Employment and will come into force on March 31, 2023.

The amendment adds section 5.1 to ALPE: “5.1. A registrant who is a syndicate constituted under article 1039 of the Civil Code is exempt from declaring the information provided for under subparagraphs 2.1 and 2.2 of the second paragraph of section 33 of the Act.”

This amendment to the Regulation exempts co-ownership syndicates from declaring information relating to ultimate beneficiaries.

A syndicate of co-owners (called a condominium corporation in other provinces) is created when a declaration of co-ownership is registered at the Registry Office. There are three parts to the declaration of co-ownership: a constituting act, a description of the building’s fractions (a co-owner’s fraction consists of his or her unit(s) and his or her share of the common elements), and the syndicate’s bylaws.

Quebec businesses are required to register and declare certain information relating to shareholders, directors, and their residences to the enterprise registrar. Businesses subject to the ALPE also have to declare the identity of their ultimate beneficiary.

The broad definition of ultimate beneficiary is any natural person who meets any of the following criteria: holds shares or units conferring at least 25% of the voting rights; holds shares or units whose value corresponds to at least 25% of the fair market value of all shares or units issued; he/she exercises such direct or indirect influence over the business that, if exercised, would result in de facto control of the business; he/she is the general partner of a limited partnership; or is the trustee of the business.

To comply with the ALPE, businesses will have to declare the following information regarding their ultimate beneficiaries: their names, residences, dates of birth, as well as the type of control they exercise or the percentage of shares or units they hold or of which they are beneficiaries.

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