DECISION NOTE: Will we allow corporate search without identity verification?

[cwulff1]

Corporate search is currently only availble to BCOL account users. Currently, there is no verification for corporate search however the functionality is only available to a limited group of users.

In the Business Registry we want to open search to the anyone. Do we require identity verification to perform these searches?

Cameron to complete a decision note.

[cwulff1]

Being discussed at the leadership level. Decision Note is with Leadership

[jinghualicgi]

@cwulff1 Hi Cameron, any update regarding this task? Thanks

[cwulff1]

@jinghualicgi Decision note was submitted but we are waiting for a legal opinion to support the Decision Note. After speaking with Linda and Kaine yesterday we decided to wait for opinion before putting Decision Note through E-approvals.

[trishreimer]

From: Fowles, Jim AG:EX Jim.Fowles@gov.bc.ca Sent: April 6, 2022 4:08 PM To: McClung, Linda CITZ:EX Linda.McClung@gov.bc.ca Cc: Sparks, Kaine CITZ:EX Kaine.Sparks@gov.bc.ca; Ezeh, Olisa CITZ:EX Olisa.Ezeh@gov.bc.ca; Wulff, Cameron CITZ:EX Cameron.Wulff@gov.bc.ca; Lane, John AM CITZ:EX John.A.M.Lane@gov.bc.ca; Andresen, Amber K CITZ:EX Amber.Andresen@gov.bc.ca; Reimer, Trish CITZ:EX Trish.Reimer@gov.bc.ca Subject: RE: Legal Opinion needed for Searching in the New Business Registry

Hi Linda, please see responses inserted into your email below. Please let me know if you have any questions.

Jim

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JAMES S. FOWLES BARRISTER AND SOLICITOR MINISTRY OF ATTORNEY GENERAL VICTORIA BC CANADA PH 250-356-8469 FAX 250-387-1010 Mailing Address: PO Box 9280 Stn Prov Govt Victoria BC V8W 9J7 Courier Delivery Only: Suite 400, 1675 Douglas Street Victoria, BC V8W 2G5

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This message, including any attachments to it, is confidential and subject to solicitor-client privilege. It is not to be disclosed outside of the provincial government without prior written approval from the Legal Services Branch, Ministry of Attorney General.

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From: McClung, Linda CITZ:EX Sent: Tuesday, March 15, 2022 8:41 AM To: Fowles, Jim AG:EX Jim.Fowles@gov.bc.ca Cc: Sparks, Kaine CITZ:EX Kaine.Sparks@gov.bc.ca; Ezeh, Olisa CITZ:EX Olisa.Ezeh@gov.bc.ca; Wulff, Cameron CITZ:EX Cameron.Wulff@gov.bc.ca; Lane, John AM CITZ:EX John.A.M.Lane@gov.bc.ca; Andresen, Amber K CITZ:EX Amber.Andresen@gov.bc.ca; Sienna Blumstengel sienna@freshworks.io; Reimer, Trish CITZ:EX Trish.Reimer@gov.bc.ca Subject: Legal Opinion needed for Searching in the New Business Registry

Hi Jim,

Registries is working on designs to replace the current BCOnline search functionality. BC Online is currently used primarily by professional organizations to search businesses to check if they are on the registry, and if so, to purchase company summaries or documents created as a result of a filing.

Our vision is to: 1) Make this search functionality available to the general public 2) Make the purchasing of products available through a range of payment methods (BC Online, Credit Card, Pre-authorized Debit (PAD)). 3) Use the same BC Online search query/criteria to query the database of businesses – Incorporation/Registration Number, Business Number, Business Name, or Individual Name (if searching for an SP/GP). We would make available for free the same high-level information we currently do in BC Online (the above items, plus a list of filings completed, and the status of the entity. 4) have users pay a search fee to obtain any further information (addresses, directors, outputs and summaries) as they do in BC Online.

We’re looking for your opinion if you have any concerns with proceeding with the precedent set with BC Online.

Concerning the points raised in items 1 through 4 above my responses are as follows:

1. Section 416 BCA sets out the authority of the registrar to permit searches. Because section 416 permits “any person” to conduct a search there is no issue with extending the proposed functionality to the “general public” referred to in item 1. Section 416 reads as follows:

Inspection and copies of records 416 Any person may, in the manner and to the extent permitted by the registrar, (a)conduct a search of the corporate register according to (i)the name, translated name or incorporation number of a company, (ii)the name or assumed name of an extraprovincial company, or its registration number, or (iii)any other prescribed criteria, (a.1)conduct a search of any other register kept by the registrar according to (i)the name, incorporation number or registration number of a corporation, or (ii)any other prescribed criteria, (b)inspect a record filed with the registrar, (c)obtain a copy of all or any part of a record filed with the registrar, and (d)require that a copy of all or any part of a record filed with the registrar be certified in accordance with section 418.

"corporate register" means the information filed with or recorded by the registrar under this Act or a former Companies Act, and includes any corrections made to that information by the registrar under this Act or a former Companies Act, but does not include the memorandum and articles for a pre-existing company that has complied with section 370 (1) (a) or 436 (1) (a);

2. Assuming there is authority to charge a fee for the products referred to in item 2, I understand that different payment arrangements such as credit card payment, etc. may be made through the Ministry of Finance. It would be best to discuss the needs for alternate payment methods with the Banking and Cash Management section of the MOF or, initially, with your own ministry’s financial officer. Item 2 mentions BC Online as a payment option. Will BC Online still be an option even though the purpose of this proposal was to replace BC Online?

3. If the queries of the database mentioned in item 3 are not searches that fall within section 416(a) or (a.1) above then those queries would not be considered to be “searches” within the meaning of that term in the fee schedule to the BCA. In this regard the term “search” is not defined in the BCA and it is not entirely clear how a “search” is distinguished from an initial query of the data base under registrar’s policy applicable to operations of the corporate registry. Because of the lack of a clear definition of “search” it is not possible to conclude definitively that a query of the data base as described using one or more of the suggested criteria is or is not a “search”. It is not also possible to say definitively that what is being searched does not fall within the definition of the “corporate register” (defined above) or within the undefined term “register”. Having said that, it is reasonable for the registrar to set a policy that excludes basic identification information that must obviously be used in order to ascertain the existence of a corporate entity in order that further specific searches of records for which a fee is payable may be conducted.

4. Following from item 3, section 431 BCA provides for fees to be charged in accordance with the schedule in the BCA. The schedule to the BCA sets out search fees that are payable in several circumstances. As noted below several other enactments also make provision for charging search fees.

I understand you’ve given a legal opinion in the past regarding the availability of information on Orgbook, but I wasn’t involved in that conversation. We compared the information on Orgbook vs. information on BC Online after the initial query and all the information in Item 3 is the same as what we currently provide on Orgbook for free, with one exception: Orgbook has an incomplete list of filings (only includes filings which generate credentials – creation of the entity, making entity historical, changing business types) and excludes filings like annual reports, change of directors, registrars notations and so forth.

I don’t believe I provided a written opinion concerning the orgbook. If I recall correctly the only advice I gave was that although the orgbook uses blockchain technology there was no authority for a user to update or alter the information in the orgbook because only the registrar had the legal authority to maintain and update or otherwise change the data in the database which constituted the “records” referred to in the BCA that are under the care and control of the registrar.

Related to this is a clarification of the fees. The BCA & Societies Online don’t refer to BC Online. Partnership Act & CP Regulations reference BC Online specifically. As we are decommissioning BC Online, do we need to update the fee schedules? And if so, how would we do this?

My search indicates that the Cooperative Association Regulation and Personal Property Regulation refer to BC Online. These regulations should be reviewed so that appropriate amendments may be made as necessary. The process for amending a regulation is less onerous because amendments do not have to be passed by the legislature. On the other hand, because it appears as part of an Act, the reference to “B.C. Online” [sic] in the Partnership Act may only be amended by amending the legislation itself.

BCA Fee schedule #7 is “For each search conducted by persons other than government personnel - $7” Partnership Act s93 Fees - For a search conducted using BC Online information service using a person’s own computer - $7” Cooperative Act Regulations - fee schedule #3 is “For a search conducted using BC Online information service using a person’s own computer - $7”

háy̓sxʷ q̓ə! (Thank you)

Linda McClung Director, Digital Operations Preferred pronouns she/her BC Registries and Online Services, Service BC Ministry of Citizens’ Services T: 778-698-3639 | Web: http://www.servicebc.gov.bc.ca “Access to government services made easy”

[cwulff1]

Decision Note - Identity Verification and Corporate Search For Approval.docx Need to incorporate JIM's feedback into this document on Monday

[cwulff1]

Decision.Note.-.Identity.Verification.and.Corporate.Search.For.Approval V.4.docx

Hi team, decision note is tackled. @lmcclung @olisaezeh @trishreimer let me know if you want to add anything otherwise I will throw it into E-Approvals.

[jinghualicgi]

Assign this ticket to @lmcclung @olisaezeh @trishreimer , please refer to above Cameron's comments, thanks

[olisaezeh]

The decision from Executive currently is not to allow corporate search without identity verification.

[jinghualicgi]

Can we move this ticket to done since decision has been made? @trishreimer @olisaezeh Thanks