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CANADIAN BUSINESS LAW

2026 Strategic Compliance & Governance Framework

ISBN 978-1-56619-909-4 • 7th Edition • Official Publication LAW-CAN-V26

Department of Justice Canada • Industry Canada

This comprehensive guide, updated February 2026, consolidates all recent amendments to the Canada Business Corporations Act (CBCA), Competition Act, and Privacy Legislation. Prepared by the legislative drafting team in collaboration with industry experts, this document serves as the definitive reference for legal professionals, corporate directors, and compliance officers navigating the transformed Canadian business landscape.

156 Amended Statutes 2026
47% New Compliance Rules
$2.3B Market Impact
Chapter 1: The Modernized CBCA Framework
1.0 Overview of 2026 Reforms

The 2026 legislative amendments to the Canada Business Corporations Act (CBCA) represent a seismic shift in corporate responsibility. Beyond mere financial reporting, corporations are now legally required to integrate stakeholder interests into their core fiduciary duties. Bill C-42, which received Royal Assent on December 15, 2025, introduces binding obligations regarding climate-related disclosures, diversity representation, and beneficial ownership transparency.

1.1 Beneficial Ownership Transparency

The new public registry for beneficial ownership is now live. All federally incorporated businesses must disclose individuals with significant control (ISC). This initiative aims to mitigate money laundering and enhance corporate accountability across the Canadian market.

Disclosure Requirement Timeline Penalty for Non-Compliance
Initial Registry Filing Immediate (upon incorporation) $100,000 - $500,000
Annual Update Within 60 days of year-end $50,000 + Late Fees
Change Notification 15 days of any change $25,000 per violation
Public Registry Access Continuous Administrative penalties
1.1.1 Definition of Significant Control

An individual has significant control if they:

1.2 Board Diversity Mandate

Public companies must now achieve minimum 40% representation from underrepresented groups (women, Indigenous peoples, racialized persons, persons with disabilities, and LGBTQ2+ individuals) on boards of directors. Compliance is mandatory for all TSX-listed companies and federal Crown corporations.

2024 Baseline

Women: 27%
Visible Minorities: 12%
Indigenous: 2%
Disabilities: 1%

2026 Target

Women: 40%
Visible Minorities: 25%
Indigenous: 5%
Disabilities: 5%

Chapter 2: Digital Jurisprudence & Privacy
2.1 The Digital Charter Implementation Act (DCIA) 2026

DCIA 2026 introduces the concept of 'Algorithmic Accountability'. If your digital enterprise utilizes automated decision-making (AI) for consumer credit, hiring, or essential services, you are now required to provide human-readable explanations of how those algorithms function, including training data sources and bias mitigation measures.

Case Study: R. v. DataCorp AI (2026 FC 142)
The Federal Court ruled that automated credit scoring systems must disclose decision-making logic to affected consumers. This landmark decision established the "right to algorithmic explanation" under Canadian privacy law.
Compliance Metric 2025 Standard 2026 Requirement
Data Portability Limited to basic data Full, machine-readable, instant transfer
AI Risk Audit Self-Regulated Third-Party Certified Annually
Penalty Ceiling $10M or 2% revenue $25M or 5% of Global Revenue
Breach Notification 72 hours 24 hours
2.2 Cross-Border Data Transfers

New restrictions on data leaving Canada now apply. Personal information may only be transferred to jurisdictions with "substantially similar" privacy protections. The Minister has published a list of approved jurisdictions (EU, UK, Japan, South Korea) while transfers to other jurisdictions require a data protection agreement (DPA) with enforceable mechanisms.

Chapter 3: Employment Law & Remote Work Rights

The Canada Labour Code has been significantly amended to protect the growing remote workforce. Part III of the Code now includes specific provisions for distributed work arrangements.

3.1 Employer Obligations for Remote Workers

Employers are now mandated to:

3.2 Right to Disconnect

The 'Right to Disconnect' provisions have been expanded beyond mere policy requirements. Employers must now implement technical measures to prevent work communications outside established hours, including:

Chapter 4: Competition Act Modernization
4.1 Digital Competition Framework

The Competition Act now includes specific provisions targeting anti-competitive conduct in digital markets. The Competition Bureau has established a specialized Digital Markets Directorate with enhanced investigative powers.

Prohibited Conduct

• Wage-fixing agreements
• No-poach arrangements
• Algorithmic collusion
• Self-preferencing by dominant platforms
• Anti-competitive mergers in tech

Maximum Penalties

• Individuals: $25M fine + 14 years
• Corporations: Greater of $50M or 3% of global revenue
• Structural remedies: Divestiture orders

4.2 Merger Review Thresholds
Transaction Size Pre-Merger Notification Review Timeline
$0 - $50M Voluntary N/A
$50M - $200M Mandatory if both parties in Canada 14 days initial review
$200M+ Mandatory regardless of location 45 days (can extend)
Chapter 5: Environmental, Social & Governance (ESG)
5.1 Climate-Related Financial Disclosures

Following TCFD recommendations, all federally regulated entities with revenues exceeding $1B must publish annual climate reports including:

5.2 Supply Chain Transparency

The Fighting Against Forced Labour and Child Labour in Supply Chains Act now requires annual reports from government institutions and private sector entities. Reports must detail due diligence processes, risk mapping, and remediation measures.

Chapter 6: Tax Compliance Framework
6.1 Corporate Tax Updates 2026

Significant changes to corporate taxation include:

Province Provincial Rate Federal Rate Combined Rate
Ontario11.5%15%26.5%
Quebec11.5%15%26.5%
British Columbia12%15%27%
Alberta8%15%23%
Nova Scotia14%15%29%
New Brunswick14%15%29%
Chapter 7: International Trade & USMCA
7.1 USMCA Implementation 2026

Updated rules of origin and digital trade provisions:

7.2 CETA Enhancements

The Canada-EU Comprehensive Economic and Trade Agreement now includes expanded services trade provisions, mutual recognition of professional qualifications, and enhanced investment protection with ISDS reform.

Chapter 8: Enforcement & Penalties
8.1 Administrative Monetary Penalties (AMPs)

The maximum AMPs have been substantially increased across all regulated sectors:

Violation Type Individual Max Corporate Max
Privacy breach $100,000 $25M or 5% revenue
Competition violation $250,000 $50M or 3% revenue
Corporate governance $50,000 $5M
Anti-money laundering $500,000 $10M + director prosecution

ANNEX A: Implementation Timeline 2026-2027

Approved for publication,

The Honourable Minister of Innovation, Science and Industry

François-Philippe Champagne

February 15, 2026 • Ottawa, Canada