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Effective November 30, 2020, the British Columbia (“BC”) Land Owner Transparency Act (“LOTA”) came into force, bringing into existence the new BC Land Owner Transparency Registry (“LOTR”). This is a publicly searchable registry containing names, citizenship and other information of individuals who have indirect interests in land in BC.
LOTA imposes initial and ongoing disclosure obligations that impact any individual or entity acquiring an interest in land in BC on or after November 30, 2020. LOTA also imposes disclosure obligations on pre-existing owners of an interest in land in BC in some circumstances. The interests in land covered by LOTA include:
- Fee simple ownership;
- Life estates; and
- Registered leases with a term of ten years or more (excluding options to extend or renew).
If you currently own a registered interest in land in BC through a corporation or society, as a trustee (including as a bare trustee), or through a partnership, you may be required to file LOTA disclosures before November 30, 2021.
Filing Obligations for Reporting Bodies
LOTA requires all transferees of land to file with the Land Title and Survey Authority of BC, a transparency declaration stating whether the transferee is a “reporting body.” The main categories of reporting bodies are corporations, trustees, and partnerships, subject in each case to specific definitions, exclusions, and exemptions in LOTA. Any reporting body is now required to file a transparency report in order to register an interest in land, and a reporting body that is a pre‑existing owner of land must file a transparency report by November 30, 2021.
In the transparency report, a reporting body must disclose identifying information about itself and about indirect owners of the interest in land. These indirect owners are defined as “interest holders” under LOTA, and may include shareholders, directors, members, and beneficiaries of a trust.
The reporting obligations under LOTA are ongoing, and a reporting body must file updated information each time its interest holders change, even if there is no change in ownership on title.
Not-for-Profit Organizations (“NPO”s) and Charities
Unless it falls under an exemption[1], a NPO or charity that is a society or non-share capital corporation which owns an interest in land in BC will generally be required, as a reporting body, to comply with the filing obligations under LOTA.
If the NPO or charity owns a registered interest in land in its own right, it will be required in most cases to file a transparency report as a “relevant corporation.” If it has members or directors who directly or indirectly meet the criteria of “corporate interest holder” under LOTA, the organization must also disclose information about these individuals or entities in a transparency report. In the case of a NPO or charity, the main category of corporate interest holders are individuals who, directly or indirectly, have the ability to appoint or remove a majority of the directors[2]. If there are no individuals who satisfy this criteria, the organization must still file a transparency report.
If a NPO or charity owns a registered interest in land as a trustee on behalf of a beneficiary or beneficiaries, it may be required to comply with the filing obligations under LOTA as a “trustee of a relevant trust.” A relevant trust includes all express (intentional) trusts, including bare trusts, unless the trust is excluded under LOTA or the regulations. A significant exclusion is charitable trusts, which are not required to file under LOTA.
In a transparency report for trusts, NPOs or charities may have to disclose information about any “beneficial owner” as described under LOTA. The chief categories of beneficial owners under LOTA are individuals who, directly or indirectly, have a beneficial interest in the land or the power to revoke the trust[3].
If you need help in understanding or complying with your obligations under LOTA, please reach out to your Miller Thomson LLP contact or Miller Thomson’s Vancouver Real Estate Group.
[1] Schedule 1 of LOTA provides exclusions to the definition of “relevant corporation”, which includes a corporation incorporated or continued by an enactment (also known as a special act corporation).
[2] For a “relevant corporation”, any entity with one of more of the following characteristics would be a corporate interest holder: 1) owns or controls, alone or with others, directly or indirectly, 10+% of the shares or voting rights, 2) has the right, directly or indirectly, to appoint or remove a majority of the directors, or 3) has a prescribed interest.
[3] For a “relevant trust”, an entity with one of more of the following characteristics would be a beneficial owner: 1) a beneficial interest in the interest in land, 2) power to revoke the trust and receive the interest in land, 3) a corporate interest holder of a corporation that has a beneficial interest in the land or the power to revoke the trust and receive the interest in land, or 4) has a prescribed interest.
