Almost every private Ontario corporation has had to keep a register of individuals with significant control since 1 January 2023. It is not filed with the province and it is not public. But police, tax officials and three regulators can demand a copy, and directors face fines up to $200,000.
Our charges include applicable taxes. Disbursements are extra and billed at cost — itemized upfront, in writing, never hidden.
From $3,388.87 taxes included
The threshold is 25%. An individual has significant control if they hold, control or direct shares carrying 25% or more of the voting rights, or shares equal to 25% or more of all outstanding shares measured by fair market value. Registered ownership, beneficial ownership and control or direction all count, and so does any combination of them. So does direct or indirect influence that, if exercised, would result in control in fact — even with no shares at all.
Groups get aggregated. Where two or more individuals hold a significant number of shares jointly, or are subject to an agreement under which they exercise their rights together, each of them is treated as an individual with significant control. A unanimous shareholders' agreement with voting arrangements can therefore pull people onto the register who each own well under 25% on their own.
Trusts and corporate shareholders are the two places people get stuck. You have to look through. Where a family trust holds the shares, the trustees, and depending on the trust terms the beneficiaries, may be individuals with significant control. Where a holdco holds the shares, you trace up the chain until you reach individuals. Section 140.2(8) exempts offering corporations, corporations listed on a designated stock exchange, and their wholly owned subsidiaries — which is almost nobody reading this.
For each individual with significant control, section 140.2 requires the name, date of birth and latest known address; the jurisdiction of residence for tax purposes; the day the person became and, where applicable, ceased to be an individual with significant control; and a description of how they have significant control, including their interests and rights in the shares. It also requires a description of each step the corporation took to keep the register current — that last one is routinely missed.
It is kept at the registered office, or another place in Ontario the directors designate. It is not filed with the Ontario Business Registry, it does not go in the annual return, and no member of the public can look it up. Losing it is still a problem: if it does not exist, the offence is complete whether or not anyone ever asks.
Keeping it current is an ongoing duty, not a one-time job. At least once each financial year the corporation must take reasonable steps to confirm it has identified everyone and that the information is accurate and complete. If it becomes aware of new information by any means, it has 15 days to record it. Shareholders have their own duty under section 140.2(5) to reply promptly, accurately and completely when the corporation asks. And personal information about someone who has ceased to be an individual with significant control has to be disposed of within one year after the sixth anniversary of them ceasing.
Section 140.3 sets out exactly who can require disclosure. Members of a police service, First Nation officers and the RCMP, for investigating an offence under Ontario or Canadian law. Ontario or federal officials responsible for administering or collecting a tax, royalty or duty. And three named regulators: the Ontario Securities Commission, the Financial Services Regulatory Authority of Ontario, and FINTRAC. The corporation must respond within the time the request specifies.
The penalties are tiered and they land on people, not just the company. A corporation that without reasonable cause contravenes section 140.2 is liable to a fine of up to $5,000. A director or officer who knowingly authorizes, permits or acquiesces in the contravention — or who knowingly records false or misleading information in the register — faces up to $200,000, up to six months' imprisonment, or both. A shareholder who knowingly fails to answer the corporation's request accurately faces the same $200,000 and six months.
If your corporation is federal rather than Ontario, the regime is stricter. Under the Canada Business Corporations Act you must file the information with Corporations Canada annually alongside the annual return, within 15 days of recording a change, and after incorporation, amalgamation or continuance. Some of that information has been publicly searchable since 22 January 2024. Penalties for individuals go up to $1,000,000 and five years, and Corporations Canada can dissolve a corporation that does not file.
In a sale. The register is now a standard item on a buyer's due diligence list, and its absence tells the buyer's lawyer something about the rest of the minute book. We have seen closings pushed while a register is reconstructed and shareholder confirmations are chased. It takes an afternoon to build and a fortnight to build in a hurry with a deadline running.
At the bank. Anti-money-laundering onboarding requires financial institutions to identify beneficial owners. If your register is already accurate and signed, the account opening or the loan drawdown goes smoothly. If it is not, you are answering the same questions from a compliance officer with no interest in your timetable.
And on a change. New shareholder, share issuance, a trust variation, a holdco inserted, a shareholder dying — every one of those can change who has significant control, and each starts a 15-day clock. Building the update into the same checklist as the minute book resolution is the only way it reliably happens.
Yes. The requirement in section 140.2 applies to OBCA corporations generally. The only exemptions are offering corporations, corporations that offer securities to the public and are regulated as such, corporations listed on a designated stock exchange, and wholly owned subsidiaries of those. A single-shareholder numbered holdco is caught — its register is short, but it has to exist, be kept in Ontario, and be reviewed each financial year.
No. Unlike the federal system, an Ontario register is not filed with the government and is not searchable by the public. It is kept at your registered office or another Ontario address the directors designate. Access is limited to the people listed in section 140.3: police and the RCMP, Ontario or federal tax officials, and the Ontario Securities Commission, FSRA and FINTRAC. Note that if you also have a federal corporation, that one does file, and some of the information is public.
You have to look through the trust rather than simply naming it. Depending on the trust deed, the trustees will generally be individuals with significant control because they control or direct the shares, and beneficiaries may be as well, particularly where they have enforceable entitlements or where a protector or settlor retains influence. This is one of the cases worth having a lawyer read the trust deed against the definition rather than guessing.
Make it now and date it now — do not backdate it. Reconstruct the ownership position from the share register and any trust or holdco documents, write to each shareholder for confirmation under section 140.2(5), record their answers, and document the steps you took. The offence provisions turn on contravening without reasonable cause and, for directors, on knowingly permitting the contravention. Fixing it promptly and keeping the evidence of the exercise is the right response.
Three things. You file the information with Corporations Canada rather than only keeping it — annually with the annual return, within 15 days of a change, and after incorporation, amalgamation or continuance. Some of the filed information has been publicly searchable since 22 January 2024. And the penalties are much higher: up to $1,000,000 and five years for individuals, up to $100,000 for the corporation, plus the power to dissolve a corporation that does not file.
Open your file tonight — a licensed Ontario lawyer will confirm everything with you by tomorrow.