What happens if a shareholder refuses to provide information for the individuals-with-significant-control register?
The Business Corporations Act places an obligation on shareholders to respond, to the best of their knowledge, to a corporation's request for information needed to complete or update its individuals-with-significant-control register, since the corporation generally can't identify every relevant detail, like indirect ownership through another entity or a joint arrangement with another shareholder, without the shareholder's cooperation. A shareholder simply refusing to answer doesn't relieve the corporation of its own obligation to maintain an accurate register, and it can create real friction between the corporation and that shareholder.
If a shareholder won't cooperate, the corporation should still document its efforts to obtain the information, since demonstrating a genuine, reasonable attempt to comply matters if the register's accuracy is ever questioned. In some cases, the refusing shareholder themselves may be exposed to consequences under the Act for failing to provide required information, separate from whatever exposure the corporation faces for an incomplete register.
Corporations facing this situation shouldn't just leave the register blank and move on. Following up in writing, keeping a record of the requests made, and getting legal advice if a shareholder continues to refuse are all sensible next steps.
Key takeaways
- Shareholders are generally obligated to respond to a corporation's request for ISC information.
- A shareholder's refusal doesn't relieve the corporation of its own duty to maintain an accurate register.
- Refusing shareholders can face their own consequences under the Act for non-cooperation.
- Document requests made and seek advice if a shareholder continues to refuse.