BC Realtor Bare Trust & Numbered Company Guide: Corporate Purchases, LOTR & Tax Disclosure (2026)
Bare trusts, numbered companies, and holding company purchases add layers of compliance that many BC realtors underestimate. LOTR reporting, FINTRAC beneficial ownership identification, PTT on beneficial interest transfers, and agency disclosure rules all apply — here's what you need to know.
Why Corporate and Trust Purchases Are Different
In BC real estate, the registered owner on title (the legal owner) and the beneficial owner (the person who truly controls and benefits from the property) are not always the same. Bare trusts and numbered company structures deliberately separate legal title from beneficial ownership — sometimes for entirely legitimate estate planning or liability reasons, but often in ways that require specific compliance steps that many realtors overlook.
BC has responded to concerns about opaque property ownership with a comprehensive transparency framework: the Land Owner Transparency Registry (LOTR), additional Property Transfer Tax rules that capture beneficial interest transfers, and FINTRAC requirements that compel realtors to identify the individuals behind corporate clients. Understanding these frameworks is not optional — it is a compliance obligation for every BC realtor involved in a transaction with a corporate or trust buyer or seller.
What Is a Bare Trust?
A bare trust (also called a simple trust or naked trust) is a trust arrangement where:
- The trustee holds legal title to the property
- The trustee has no active duties — they simply hold title as instructed
- The beneficiary is the true owner — they have the full beneficial interest and control
- The beneficiary can direct the trustee to transfer the property at any time
Common uses of bare trusts in BC real estate include:
- An adult child holds title for an elderly parent (to avoid probate or manage estate planning)
- A nominee holds title while a developer assembles multiple parcels (to conceal the assembly from neighbouring sellers)
- A parent holds title for a child who is not yet of legal age
- A corporation holds title while the true owner is an individual who prefers privacy
From the public title register's perspective, only the trustee's name appears. From a tax and compliance perspective, the beneficiary is treated as the true owner for virtually all purposes — including PTT, income tax, and LOTR reporting.
What Is a Numbered Company Purchase?
A numbered company (e.g., 1234567 BC Ltd.) is a standard BC corporation that has been incorporated with a government-assigned number rather than a distinctive name. Numbered companies are commonly used to hold real property for several reasons:
Legitimate Reasons
- • Liability protection — corporate veil limits personal liability
- • Estate planning — shares pass through estate rather than property
- • Privacy — corporate name on title, not individual's
- • Tax planning — business use deductions, capital gains treatment
- • Partnership structure — multiple owners hold shares, not title
Compliance Triggers
- • LOTR Transparency Declaration required
- • All individuals controlling 25%+ shares must be reported
- • FINTRAC: realtor must identify ultimate beneficial owner
- • PTT applies to corporate purchases at standard rates
- • Foreign buyer tax applies if any foreign beneficial ownership
- • Annual SVT declaration required in designated areas
The Land Owner Transparency Registry (LOTR)
BC's Land Owner Transparency Act (LOTA), effective November 30, 2020, created the most comprehensive beneficial ownership registry for real property in Canada. Every BC realtor involved in a transaction with a corporate, partnership, or trust buyer or seller must understand LOTR obligations.
Who Must File
A Transparency Declarationmust be filed whenever a "reporting body" acquires an interest in BC land. Reporting bodies include:
- Corporations — including numbered companies, holding companies, and all BC corporations
- Partnerships — general and limited partnerships
- Trusts — including bare trusts, family trusts, and testamentary trusts
Individual human beings purchasing in their own name are not reporting bodies and do not need to file.
What Must Be Reported
The Transparency Declaration must identify all Interest Holders — the individuals who ultimately hold the beneficial interest in the property. For corporations, this means individuals who:
- Own 25% or more of the corporation's shares, or
- Have the right to appoint or remove a majority of the board of directors, or
- Exercise significant control over the corporation through other means
For trusts (including bare trusts), all trustees, settlors, and beneficiaries must be reported.
⚠️ LOTR Penalties for Non-Compliance
Failure to file a Transparency Declaration or Transparency Report, or filing with false or misleading information, is a provincial offence. Penalties include fines of up to $100,000 for individuals and $200,000 for corporations, plus a penalty equal to 15% of the assessed value of the property. The BC government has actively enforced LOTR and issued significant penalties to non-compliant reporting bodies.
The Realtor's Role in LOTR Compliance
The filing obligation rests with the reporting body (the corporate or trust buyer), not the realtor. However, realtors acting for corporate or trust clients have professional obligations that intersect with LOTR:
- Advise corporate and trust clients that a Transparency Declaration is required at the time of registration
- Include a reminder in the transaction documentation or covering letter
- Do not advise clients to structure transactions to avoid LOTR — this would violate BCFSA professional standards
- If a client asks the realtor to help them structure a bare trust to avoid transparency requirements, the realtor must decline and potentially report the request
Property Transfer Tax and Corporate / Trust Purchases
Property Transfer Tax (PTT) in BC applies to every registration of a transfer of land — but the rules for corporate and trust purchases extend beyond simple title changes:
Standard Corporate Purchase
When a numbered company or holding company buys a property, PTT applies at the standard rates: 1% on the first $200,000, 2% on $200,001–$3,000,000, 3% on amounts over $3,000,000, plus an additional 2% on residential property over $3,000,000. No first-time buyer exemption is available to corporations.
Transfer of Beneficial Interest (Bare Trust)
PTT applies not only to legal title transfers but also to transfers of beneficial interest that don't appear on the title register. If the beneficial owner of a property changes through a bare trust arrangement — even though the registered name on title remains the same — a PTT obligation is triggered. This is one of the most commonly overlooked tax issues in bare trust transactions.
Corporate Share Transfer
If a corporation that owns a BC property is sold through a share transfer (rather than a property sale), PTT does not apply — because the registered owner on title (the corporation) does not change. However, this structure triggers LOTR reporting for the new shareholders, and may trigger the anti-avoidance provisions under the Property Transfer Tax Act if it is found to be structured primarily to avoid PTT.
Related Corporation Transfers
BC provides a PTT exemption for transfers between related corporations under certain conditions (e.g., a transfer from a parent company to a 100% wholly owned subsidiary). The exemption requires application and is subject to clawback if the relationship changes within a defined period. Realtors should flag this to clients and advise them to seek a tax lawyer's advice.
Foreign Buyer Tax and Corporate Purchases
BC's Additional Property Transfer Tax (APTT) — commonly called the foreign buyers tax — currently charges an additional 20% PTT on residential property purchases by foreign nationals and foreign-controlled corporations in designated areas (Metro Vancouver, Fraser Valley, Capital Regional District, Nanaimo Regional District, and Central Okanagan).
For corporate purchases, the foreign buyer test looks through the corporation to the ultimate beneficial owners:
- A corporation is "foreign-controlled" if any foreign national controls it through shareholding or other means
- Even a minority foreign shareholder with effective control can trigger the APTT
- Numbered companies with mixed Canadian/foreign ownership require careful analysis before purchase
- The BC Speculation and Vacancy Tax (SVT) similarly looks through the corporate structure to classify the controlling individual's residency status
Realtors must advise corporate buyers in APTT-designated areas that the foreign buyer analysis will look through the corporate veil. Failing to identify a foreign beneficial owner — and the resulting APTT exposure — before closing is a serious oversight that can result in unexpected and very large tax bills.
FINTRAC and Beneficial Owner Identification
Under federal FINTRAC (Financial Transactions and Reports Analysis Centre of Canada) anti-money laundering regulations, BC realtors are "reporting entities" and must identify the beneficial owner of any corporate client — not just the company itself. This requirement was significantly strengthened following FINTRAC amendments that came into effect in 2023.
FINTRAC Corporate Identification Requirements for Realtors
A numbered company with a single director who is the 100% shareholder is straightforward. A numbered company with a corporate shareholder (a holding company above it) requires tracing through the corporate chain to identify the ultimate human beneficial owner. This corporate chain analysis is sometimes called "look-through" identification.
Realtors who fail to conduct proper beneficial owner identification are subject to FINTRAC administrative monetary penalties — which can be substantial. FINTRAC has significantly increased enforcement activity in BC real estate following the Cullen Commission's findings on money laundering through BC properties.
GST on Corporate Property Transfers
GST (Goods and Services Tax) adds complexity to corporate property transactions. Key rules to understand:
- GST applies to commercial property sales: Any sale of commercial real property (including mixed-use buildings, investment properties, and newly constructed residential units) between GST registrants is generally subject to GST at 5%
- Election to not charge GST: Two GST-registered parties (both buyer and seller are GST registrants) may elect to treat the sale as GST-exempt — the buyer takes over the GST reporting obligations instead of paying GST at closing. This is common in commercial real estate transactions between corporations
- Bare trust transfers: A transfer to or from a bare trust may or may not trigger GST depending on whether the transfer constitutes a supply for GST purposes — this requires a tax lawyer or accountant's advice
- Self-supply rules: If a corporation builds or substantially renovates a property and then uses it for a non-commercial purpose, GST self-supply rules may apply — effectively treating the corporation as both the builder and the first buyer for GST purposes
Agency Disclosure When Acting for a Corporation or Trust
BC's BCFSA agency disclosure requirements apply whether the client is an individual or a corporate entity. When acting for a numbered company or trust:
- The realtor represents the corporation or trust as the client — not the individuals behind it (unless they are directly party to the contract)
- The Disclosure of Representation in Trading Services (DORTS) form should name the corporation or trust as the client
- If the same individuals behind the corporate buyer are also personally purchasing a different property with the same realtor, two separate client relationships exist
- Conflicts of interest may arise if the realtor has previously acted for the seller and now acts for a corporation controlled by a competing buyer — the same conflict of interest rules apply regardless of the corporate structure
Share Sale vs. Asset Sale: The Realtor's Advisory Role
When a corporate-owned property is being sold, the parties must decide whether to structure the transaction as a share sale (the corporation is sold) or an asset sale (the property is transferred out of the corporation and sold). This decision has significant tax and legal implications that fall outside the realtor's expertise but that the realtor should be able to flag:
Share Sale
- + No PTT on the land (corporation remains on title)
- + Seller may access lifetime capital gains exemption (qualifying shares)
- + GST typically not triggered on share transfer
- – Buyer acquires all corporate liabilities (warranties required)
- – Buyer gets no step-up in property cost base for depreciation
- – More complex due diligence (corporate records, liabilities, CRA compliance)
Asset Sale (Property Transfer)
- + Buyer acquires only the property — no hidden corporate liabilities
- + Buyer gets a stepped-up cost base for the property
- + Simpler due diligence — standard real estate process
- – PTT applies on transfer out of the corporation
- – GST may apply to commercial properties
- – Corporation-level tax on capital gain — double tax risk
Realtors should not advise on which structure to use — that is the territory of tax lawyers and accountants. What realtors should do is ensure both parties understand that these two options exist and that the choice has significant financial consequences. Referring both parties to their legal and tax advisors before agreeing on transaction structure is always the right approach.
Client Advisory Scripts
Corporate Buyer: "My accountant wants me to buy this property through a numbered company. Is there anything I need to know?"
"There are a few compliance requirements that apply when a corporation buys property in BC. First, PTT applies at the same rates as an individual purchase — there's no exemption for corporations, and the first-time buyer exemption isn't available. Second, your company will need to file a Transparency Declaration with the Land Owner Transparency Registry within a short window of the title transfer, disclosing the individuals who control or own 25%+ of the company. Third, I'll need to complete FINTRAC identification on you personally as the beneficial owner, not just on the company. And if there's any foreign ownership or control involved, we need to flag that before closing — the foreign buyer tax can add 20% on top of standard PTT in Metro Vancouver and other designated areas."
Seller Client: "I own this property through a holding company. Can the buyer just buy the shares?"
"A share sale is structurally possible — and it can have significant tax advantages for you, including potentially accessing the lifetime capital gains exemption if your shares qualify. But it adds complexity for the buyer, who needs to do extensive due diligence on the company itself — corporate records, tax history, any outstanding liabilities. Buyers often discount the price for the added risk, or require extensive representations and warranties. The decision between a share sale and a property sale is really a question for your lawyer and accountant — I can tell you both options exist, facilitate whichever structure the parties agree on, and make sure we're using the right contract forms for the transaction type."
Buyer Client: "A friend suggested I hold this property through a bare trust — is that a problem?"
"Bare trusts are a recognized legal structure, but in BC they're now subject to LOTR reporting — meaning the beneficial owner's identity must be filed with a public registry. If you're considering a bare trust purely for privacy, that goal is now largely defeated by the Transparency Registry. There are still legitimate uses — estate planning, holding title for a minor child, and some corporate structuring scenarios — but you should discuss the full implications with a real estate lawyer before deciding. I also want to flag that if the beneficial ownership changes without a title transfer, PTT can still apply. This is an area where professional legal advice is essential before we finalize the transaction structure."
Realtor Due Diligence Checklist: Corporate and Trust Transactions
The Bottom Line
BC's response to money laundering and opaque property ownership has made corporate and trust transactions significantly more complex. The LOTR, enhanced FINTRAC requirements, APTT look-through rules, and PTT on beneficial interest transfers all represent compliance obligations that apply in transactions that might appear straightforward on the surface.
The realtor's role is not to provide tax or legal advice on corporate structuring — it is to identify when a corporate or trust structure is present, ensure the right identification is completed, flag the compliance obligations to the client, and ensure the client has access to the legal and tax advice they need before finalizing the transaction structure.
Realtors who treat a numbered company purchase as simply "a company buying a house" — without completing FINTRAC beneficial owner identification, advising on LOTR, or flagging APTT exposure — are taking on significant professional and regulatory risk. The compliance framework exists for good reasons, and BC realtors are part of it.
Frequently Asked Questions
What is a bare trust in BC real estate?
A bare trust (also called a simple trust or naked trust) is an arrangement where a trustee holds legal title to a property but has no active duties — they hold the title solely for the benefit of a beneficiary, who is the true beneficial owner. In real estate, bare trusts are used when a party wants to keep the beneficial owner's identity off the public title register. In BC, bare trusts must be reported to the Land Owner Transparency Registry (LOTR).
What is the LOTR and what does it require in BC?
The Land Owner Transparency Registry (LOTR) is a BC public registry that requires 'reporting bodies' (corporations, partnerships, and trusts) that own land to file a Transparency Declaration and report their 'interest holders' — the individuals with beneficial ownership. The registry was established under the Land Owner Transparency Act (LOTA) and came into force in November 2020. Failure to file results in penalties.
Does a numbered company purchase trigger PTT in BC?
Yes — Property Transfer Tax (PTT) applies to transfers to corporations, including numbered companies, at the same rates as individual purchases (1% on the first $200,000, 2% on the balance up to $3M, 3% above $3M, plus 2% additional on residential above $3M). Importantly, PTT also applies to 'transfers of beneficial interest' — including changes in beneficial ownership via bare trust, nominee arrangement, or corporate share transfers that effectively change who controls the property.
Can a BC realtor represent a numbered company or trust in a property purchase?
Yes, but the realtor must identify who they are actually working with. BC's BCFSA agency disclosure rules require that the realtor establish whose interests they are representing. FINTRAC also requires the realtor to identify the beneficial owner (the individual behind the company) when acting for a corporate client — simply knowing the company name is not sufficient.
What are the Foreign Buyer and additional tax implications for corporate property purchases in BC?
Corporations with foreign beneficial ownership may be subject to BC's Additional Property Transfer Tax (foreign buyers tax — currently 20% in Metro Vancouver and other designated regions). The BC Speculation and Vacancy Tax also applies to corporations at higher rates for non-BC-resident or satellite-family-owned corporations. All corporate-owned properties in designated areas must file annual SVT declarations identifying the controlling individuals.
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