Bringing a Decade-Old Ownership Register Current in Brockville

The situation

Yusuf spent the first decade of his career as a registered nurse before he started a home care staffing company out of a spare bedroom in Brockville. Fourteen years later, the business placed personal support workers and nurses with families and long-term care facilities across the region, and its annual revenue had grown past $2 million. Yusuf was still the sole shareholder and director. His office manager, Hodan, ran payroll, scheduling, and most of the paperwork that kept the company functioning day to day.

Neither of them had ever heard the phrase "register of individuals with significant control." Ontario corporations incorporated or continued under the Ontario Business Corporations Act have been required to keep one since a 2023 amendment took effect, but for a company that size, with no lawyer retained after the original incorporation, the requirement simply never reached anyone's desk. The corporate minute book sat in a drawer, largely untouched since the company's first year.

That was not unusual for a business Yusuf's size. He had incorporated years earlier using an online filing service, added Hodan as an authorized signing officer for day-to-day banking not long after, and otherwise treated the corporation as a formality that let him bill through a company account and separate the business from his personal finances. Payroll, scheduling, and client contracts took up every hour he had. Nobody had ever suggested the minute book itself needed periodic attention, and so it simply didn't get any, year after year, while the business grew steadily around it.

What the review found

The problem surfaced when Yusuf's bank began a routine refinancing of the company's operating line of credit, needed to cover a seasonal gap in receivables from a large contract. As part of its updated due diligence process, the lender's relationship manager, Valentina, asked for a copy of the company's register of individuals with significant control, along with the usual corporate documents.

Hodan called Valentina back to ask what that meant. Valentina couldn't provide legal advice and simply repeated that the document was required before the credit committee would proceed. That's when Yusuf called Treadstone Law.

A review of the minute book confirmed what our team expected: there was no register at all. Under the Ontario Business Corporations Act, a private corporation must identify every individual who, directly or indirectly, owns, controls, or directs a significant number of its shares, or who has significant influence over the corporation without owning shares outright — for example, someone with the ability to appoint most of the directors. For each such individual, the register must record their name, date of birth, address for service, jurisdiction of residence for tax purposes, the date they became and, if applicable, ceased to be an individual with significant control, and a description of how their control arises. The register must be reviewed and updated at least once a year, and sooner if a change occurs.

For Yusuf, the substance was simple — he had been the only person with significant control since day one. The absence of any register, though, meant the company had been non-compliant since the requirement came into force, and had no documented record showing when that control existed, which is exactly what a lender's due diligence process and, separately, a corporate compliance inspection are designed to catch.

What we did

1. Confirmed who actually qualified as an individual with significant control. Because Yusuf held all the issued shares directly and had held them since incorporation, the analysis was straightforward, but our team still walked through the statutory tests for indirect control and joint control to rule out anyone else, including whether any shareholder agreement or side arrangement gave Hodan or anyone else influence that would need to be captured.
2. Gathered the required personal information. The register needed Yusuf's date of birth, address for service, and jurisdiction of tax residency, none of which existed anywhere in the company's files. We collected it directly from him and confirmed the date his control began, which matched the incorporation date on file with the corporate registry.
3. Built the register and backfilled the history. Rather than create a register that only reflected the present day, we documented the full period of Yusuf's control from incorporation forward, so the record would withstand scrutiny if the lender or a future inspector asked how long the gap had existed.
4. Updated the minute book more broadly. The same review turned up annual resolutions that had never been signed and a director's address that hadn't been updated after Yusuf moved. We brought the full minute book current at the same time, since a lender reviewing one gap in the records tends to look harder at the rest.
5. Prepared a short compliance letter for the bank. The lender's due diligence checklist didn't require legal opinions, but a plain letter confirming the register now existed and met the statutory requirements gave the credit team what they needed to move the file to committee without further back-and-forth.
6. Set up an annual review reminder. Because the register has to be reviewed at least once a year and updated within a reasonable time after any change in control, we set Yusuf and Hodan up with a simple calendar prompt tied to the company's fiscal year end, so the same gap can't reopen unnoticed.

The outcome

The full review and rebuild of the register took under two weeks, which mattered because the bank's committee meeting was three weeks out when Yusuf first called. The compliance letter and completed register went to the lender ten days before the deadline, well within the window the credit team needed to review the file. The refinancing closed on schedule, and the company's operating line was renewed without interruption to payroll or the seasonal contract that had prompted the request.

Beyond the immediate financing, bringing the register current closed a real exposure. A corporation that fails to maintain the register, or that fails to respond to a shareholder's or director's request to inspect it, can face penalties, and directors and officers who knowingly authorize, permit, or acquiesce in the failure can be personally liable for penalties as well. Yusuf had never been asked to produce the register before this refinancing, but there was no way to know when that would change — a future lender, a buyer doing due diligence before a sale, or a routine request from a director or shareholder could all have surfaced the same gap at a worse moment.

The register itself is not a public filing; Ontario corporations keep it at their records office and produce it on request to shareholders, creditors with a court order, and certain investigative bodies. That meant Yusuf's ownership information was never at risk of public exposure through this process, only the company's ability to demonstrate compliance when asked.

Hodan, for her part, came away from the process with a much clearer picture of what the minute book was actually for. She now keeps a simple checklist alongside the fiscal year-end paperwork, flagging the register review alongside the other annual filings she already tracks, so the task lives with the rest of the company's routine compliance work rather than depending on someone remembering it exists. For a company that had gone fourteen years without a lawyer looking at its corporate records, that small procedural change was, in its own way, as valuable as the register itself.

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