RESOURCES

Two levels of government have introduced legislation with respect to the beneficial ownership of privately-held corporations.

The Province of Ontario introduced legislation effective as of January 1, 2023 requiring privately-held corporations in Ontario to keep their beneficial ownership information, or “individuals with significant control” (ISC) information, on file. The corporations do not need to submit the information to a Provincial registry, however, the corporations must provide this information to law enforcement, tax, and certain regulatory authorities, if requested.

An ISC is defined as an individual who:

• Owns, controls, or directs:
  • 25% or more of the voting shares of the corporation or
  • Shares that are worth 25% or more of the fair market value of all outstanding shares of the corporation
• Has direct or indirect influence over the corporation without owning at least 25% of the shares, or
• Owns or controls a significant number of shares jointly with other people.

If a group of related persons collectively controls at least 25% of the shares of a corporation, then each person would be an ISC.

A related person would include the individual and:

• Their spouse
• Their son or daughter
• Any other relative living in the same house

For each ISC, the Ontario corporation must keep the following information on file:

• Name, date of birth and last known address of each ISC.
• Jurisdiction of residence for tax purposes.
• Day on which they became or stopped being an ISC.
• Description of how the ISC has control over the corporation, including a description of any interests and rights they have in shares of the corporation.
• Description of the steps the corporation takes to keep this information up-to-date each year.

The information must be updated:

• At least once a year and
• Within 15 days of the corporation becoming aware of a change to any relevant information

Federal corporations governed by the Canada Business Corporations Act (CBCA) have been required to maintain a register of ISC for the past four years.

The Federal Government of Canada recently announced that effective immediately, corporations under the CBCA must submit beneficial ownership details to Corporations Canada in order to enhance corporate transparency.

Under the new rules, businesses will now need to start filing the information with Corporations Canada:

1. On the day of incorporation
2. Within 30 days of the date of amalgamation with another corporation
3. When the corporation files its annual return, and
4. Within 15 days of any changes to ownership details.

Please reach out to us for specific legal advice on any of these new corporate requirements. The lawyers at Kormans LLP are happy to assist you with any questions that you may have on this blog, or other legal inquiries that you may have relating to real estate, corporate/commercial or wills/estates law! Call our office at (905) 270-6660 or email us at info@kormans.ca.

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David H. Korman is the Managing Partner at Kormans LLP. His practice areas include residential and commercial real estate transactions, commercial leasing and private and institutional lending. You can reach David at dkorman@kormans.ca.

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