ISBN 978-1-56619-909-4 • 7th Edition • Official Publication LAW-CAN-V26
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.
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.
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 |
An individual has significant control if they:
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.
Women: 27%
Visible Minorities: 12%
Indigenous: 2%
Disabilities: 1%
Women: 40%
Visible Minorities: 25%
Indigenous: 5%
Disabilities: 5%
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.
| 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 |
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.
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.
Employers are now mandated to:
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:
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.
• Wage-fixing agreements
• No-poach arrangements
• Algorithmic collusion
• Self-preferencing by dominant platforms
• Anti-competitive mergers in tech
• Individuals: $25M fine + 14 years
• Corporations: Greater of $50M or 3% of global revenue
• Structural remedies: Divestiture orders
| 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) |
Following TCFD recommendations, all federally regulated entities with revenues exceeding $1B must publish annual climate reports including:
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.
Significant changes to corporate taxation include:
| Province | Provincial Rate | Federal Rate | Combined Rate |
|---|---|---|---|
| Ontario | 11.5% | 15% | 26.5% |
| Quebec | 11.5% | 15% | 26.5% |
| British Columbia | 12% | 15% | 27% |
| Alberta | 8% | 15% | 23% |
| Nova Scotia | 14% | 15% | 29% |
| New Brunswick | 14% | 15% | 29% |
Updated rules of origin and digital trade provisions:
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.
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 |
Approved for publication,
The Honourable Minister of Innovation, Science and Industry
François-Philippe Champagne
February 15, 2026 • Ottawa, Canada