The ISC Register: Ontario's Transparency Register for Individuals with Significant Control

Since 2023, every Ontario corporation incorporated under the Business Corporations Act (Ontario) — the OBCA — has been required to maintain a register of individuals with significant control, commonly called the ISC register or the transparency register. This new obligation was introduced to combat corporate secrecy and money laundering by ensuring that real, living human beings who control Ontario corporations can be identified.

If you have an Ontario corporation and haven't set up an ISC register, you are offside. This guide explains who qualifies as an individual with significant control, what information the register must contain, who can see it, and what the consequences of non-compliance are.

Why Did Ontario Create This Requirement?

Across Canada and internationally, there has been significant concern about anonymous shell companies — corporations where the true human owners are hidden behind layers of nominee directors, holding companies, and trusts. Ontario's ISC register requirement is part of a broader legislative trend, following similar provisions in the Canada Business Corporations Act at the federal level, aimed at making beneficial ownership transparent.

The goal: if you want the benefits of a corporation under Ontario law, you have to be willing to put your name (privately) to your ownership.

Who Is an Individual with Significant Control?

An individual with significant control (ISC) is a real, living person who meets one or more of the following criteria with respect to the corporation:

Ownership-Based Criteria

• Holds (directly or indirectly) 25% or more of the votes attached to all outstanding voting shares of the corporation, or
• Holds (directly or indirectly) 25% or more of the fair market value of all outstanding shares of the corporation

Control-Based Criteria

• Has direct or indirect influence that, if exercised, would result in control in fact of the corporation — even without meeting the numerical ownership thresholds above

Combined Control

• Two or more individuals who each hold a significant number of shares and who jointly exercise, or could jointly exercise, the equivalent of significant control may both qualify

The phrase "directly or indirectly" is important. Shares held through a holding company, a trust, or a partnership may still count toward the 25% threshold if the individual controls the intermediary entity. The analysis can get complex in multi-layered corporate structures.

What Information Must the ISC Register Contain?

For each individual with significant control, the register must include:

• Full legal name
• Date of birth
• Most recent known address
• Jurisdiction of residence for tax purposes
• A description of how the individual has significant control (e.g., percentage of shares held)
• The date on which they became, or ceased to be, an individual with significant control
• Any other prescribed information (check the current OBCA regulations for any additions)

Where Is the ISC Register Kept?

The ISC register is a private corporate document kept in the corporation's minute book, at the corporation's registered office or such other location in Ontario as the directors designate. It is not filed publicly on the Ontario Business Registry — it is not a public document.

However, it must be made available to:

• Law enforcement and government authorities upon request (no court order needed for certain government bodies)
• Shareholders and creditors of the corporation (with some conditions)
• Directors and officers of the corporation

This is meaningfully different from a publicly searchable register — the ISC register is a controlled disclosure document, not something anyone can look up.

How Must the Register Be Updated?

Corporations must take reasonable steps to identify their ISCs and keep the register current. In practice this means:

1. At least annually — send written requests to known shareholders confirming whether their ownership situation has changed
2. When you become aware of a change — if a shareholder buys or sells shares, crosses the 25% threshold, or new information comes to light, update the register promptly
3. When individuals respond to requests — record any information provided, and also note when requests were sent and if there was no response

If an individual has confirmed they do not hold significant control, note that. If they haven't responded to a reasonable request, document the attempt.

Consequences of Non-Compliance

Offences Under the OBCA

Failing to maintain the ISC register, failing to update it, providing false information, or obstructing someone from accessing the register are all offences under the OBCA. As of writing, offences can attract fines — verify the current penalty amounts in the OBCA as the Act may be amended.

Practical Risks

• A missing or inaccurate ISC register will be flagged in legal due diligence during a sale or financing
• Banks and sophisticated lenders are increasingly asking about beneficial ownership as part of their anti-money laundering compliance
• Non-compliance can delay or derail transactions at critical moments

Common Questions and Edge Cases

What if all shareholders are below 25%?

If no individual holds 25% or more of shares by vote or value, and no individual has control in fact, the register should note that no individual with significant control has been identified. Don't leave it blank — document the analysis.

What about a 50-50 corporation between two equal partners?

Two individuals who jointly hold 50% each — or who are jointly the controlling minds of the corporation — may both qualify as ISCs under the combined-control provisions. Get legal advice on your specific structure.

Does the register apply to non-profit corporations?

The OBCA's ISC requirements apply to business corporations under the OBCA. Non-profit corporations under Ontario's Not-for-Profit Corporations Act have different rules. Confirm which statute governs your organization.

Do I need to file the ISC register anywhere?

As of writing, Ontario ISC registers are maintained privately — there is no requirement to file them with the government or post them publicly. This may change as Canadian corporate transparency law continues to evolve; verify the current rules.

Frequently asked questions