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Koroll & Company Blog

Corporate Transparency Registry 2023

[fa icon="calendar"] Mar 17, 2023 2:18:00 PM / by Koroll & Company

Corporate RegistryIn 2019, new legislation was implemented that required private corporations governed by the Canada Business Corporations Act to create and maintain a register with up-to-date information on individuals with significant control (ISC) over the corporation. 

The goal was to create greater transparency to prevent illegal business activities and tax evasion. Following the introduction of this legislation, many provinces chose to introduce their own similar requirements for provincially regulated corporations. 

Up until now, Ontario did not have a provincial ISC Register requirement. But as of January 1, 2023, that has changed. 

Beginning January 1, 2023, Ontario’s Business Corporations Act (OBCA) will require private corporations incorporated or continued under the act to maintain an ISC Register. The requirements for the register are similar to those outlined under the CBCA regime. 

The only private corporations exempt from this requirement are those who are wholly owned by a public company. 

Under the OBCA, individuals with significant control over a corporation will include individuals who: 

  • Are the registered holder of, the beneficial owner of and/or direct or indirect control or direction over a significant number of shares.

NOTE: Significant number of shares is defined as shares that carry 25% or more of the voting rights or represent 25% or more of the outstanding shares by fair market value. 

  • Have any direct or indirect influence that could result in control in fact of the corporation if exercised.
  • Have prescribed circumstances applied to them as set out in the regulations. 

If there is joint ownership or control over a significant number of shares, this will also be considered when determining whether the individuals are an ISC. 

Under the OBCA, the register must be kept at the registered office of the corporation or at another place designated by the directors, so long as it is in Ontario. Information contained in the register for each ISC will include: 

-Name 

-Birthdate 

-Last known address

-Jurisdiction of residence for taxes

-Date when the individual became an ISC 

-Date when the individual ceased to be an ISC, if applicable 

-Explanation of how the person is an ISC

-Description of the individual’s interest in respect to their shares in the corporation 

-Steps taken by the corporation to ensure they have identified all ISCs 

-Any other information set out in the regulations 

This information will not be publicly available, but the register may be requested for law enforcement purposes, as well as tax and regulatory purposes. 

The register will need to be updated at least once a year. If the corporation becomes aware of any new or updated information related to an ISC, the register must be updated within 15 days of receiving it. 

If your corporation fails to comply with any ISC requirements, a directors, officer or shareholder could be held personally liable for up to $200,000 and could be imprisoned for up to six months. 

To prepare for these upcoming changes, corporations should take steps to determine who the ISCs are. This will ensure that corporations have time to work through complex ownership structures.

For more information on these upcoming changes and what it means for your corporation, please contact us today.


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The information presented is only of a general nature, may omit many details and special rules, is current only as of its published date, and accordingly cannot be regarded as legal or tax advice. Please contact our office for more information on this subject and how it pertains to your specific tax or financial situation.



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Topics: Corporate

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Written by Koroll & Company