From 1 January 2023, private corporations registered under the Ontario Business Corporations Act (OBCA) will be required to maintain a register of individuals with significant control (ISC).
The ISC registry aims to provide law enforcement and regulation agencies with access to information about the controlling authorities of private corporations and is consistent with similar amendments recently made by the Canada Business Corporations Act (CBCA) and the British Columbia Business Corporations Act.
The ISC Registry must include the name, date of birth, last known address and tax residence jurisdiction of each ISC. "Significant control" is defined as holding 25% or more of the voting rights attached to shares in a company, or 25% or more of all outstanding shares in a company at fair market value. It can also apply to an individual who is the registered holder, beneficial owner or direct/indirect controller of a significant number of shares.
Corporations that fail to comply with these requirements from 2023 may be fined up to CAD 5,000. Controllers who knowingly provide incorrect information may be subject to sanctions, including fines of up to CAD 200,000 or imprisonment for 6 months.
The register will be closed, but law enforcement agencies, tax administrations and regulatory bodies can request access to the information. Non-Canadian organisations may only request access to the information if permitted by written agreement, contract or law.
