What is a share register and does my Ontario corporation need one?
Yes, Ontario corporations are legally required to maintain a securities register (also called a share register or shareholders register). This is an official record of who owns shares in the corporation, how many shares each person holds, what class or series of shares they hold, and when those shares were issued or transferred.
The Ontario Business Corporations Act specifies what the securities register must contain and requires it to be kept at the corporation's registered office or at some other location in Ontario designated by a directors' resolution. The register must be available for inspection by shareholders, creditors of the corporation, and their representatives during normal business hours.
The share register is the authoritative record of ownership. If there is ever a dispute about who owns what percentage of the corporation, the share register is the starting point. It also matters for calculating voting rights at meetings, distributing dividends, and allocating sale proceeds when the business is sold. Keeping the register current every time shares are issued or transferred is essential. If your corporation has not maintained a proper register from day one, a corporate lawyer can help reconstruct it from available records.
Key takeaways
- Ontario corporations must maintain a securities register by law.
- The register records each shareholder's name, shares held, class, and transfer dates.
- It must be available for inspection by shareholders and creditors.
- The register is the definitive ownership record and critical in disputes or sales.