How do you identify an individual with significant control who owns shares indirectly through another company?
Where a corporation's shares are actually held by another corporation, a holding company, or a similar entity rather than by an individual directly, the individuals-with-significant-control rules require looking through that intermediate entity to find the real person, or people, ultimately behind it. The register isn't allowed to simply list the holding company as the ISC and stop there, since a corporation itself can't be an individual with significant control under the Act — only a natural person can hold that status.
In practice, this means tracing ownership up the chain: if a holding company owns a controlling stake in your operating corporation, you need to identify who owns or controls that holding company in turn, and continue tracing until you reach the actual individual or individuals whose ownership or control, combined through the chain, meets the relevant threshold in your operating corporation.
This can get genuinely complicated with multiple layers of holding companies, trusts, or a mix of both, especially where ownership percentages compound differently at each level. Corporations with a layered ownership structure should work through this analysis carefully, and getting professional help to trace it correctly is often worthwhile.
Key takeaways
- Shares held through a holding company must be traced to the individual ultimately behind it.
- A corporation or entity itself cannot be recorded as an ISC — only a natural person can.
- Tracing continues up the ownership chain until an individual's combined interest meets the threshold.
- Layered structures with multiple entities or trusts often warrant professional help to trace accurately.