Private federal and Ontario corporations must keep a register of individuals with significant control, often called an ISC register or transparency register. It records the people who ultimately own or control the corporation, even when shares are held through another company or a trust.
Who is an individual with significant control?
Broadly, an individual who holds, directly or indirectly, shares carrying 25% or more of the votes, or 25% or more of the fair market value of all outstanding shares. It also includes an individual with direct or indirect influence that, if exercised, would result in control in fact of the corporation.
What the register must contain
- Name, date of birth and latest known address
- Jurisdiction of residence for tax purposes
- The date the individual became, or ceased to be, an ISC
- A description of how the individual meets the definition
- Each step taken to identify ISCs and keep the register current
Updating and review
Under the CBCA (section 21.1) and the OBCA (section 140.2), the register must be updated within 15 days of the corporation becoming aware of a change, and reviewed at least once each financial year.
Federal filing
Since January 22, 2024, federal corporations must also file their ISC information with Corporations Canada at incorporation, with each annual return, and when it changes. Corporations Canada explains the rules on its ISC page.
Our minute book includes an ISC register pre-filled with your registered shareholders. You confirm who meets the threshold and add any indirect holders.
Sources
This guide is general information, not legal advice. Laws change; confirm current requirements with the statute or a lawyer.
The federal ISC register in detail
Section 21.1 requires the register to show, for each individual with significant control, their name, date of birth, residential address, any address for service, citizenship, jurisdiction of residence for tax purposes, the dates they became and ceased to be an ISC, a description of how they hold control, and a description of the steps the corporation took to keep the register current.
Those steps must happen at least once in each financial year, on the request of the Director, and at any time the regulations require. New information has to be recorded within 15 days of the corporation becoming aware of it. Personal information about a former ISC must be disposed of within one year after the sixth anniversary of the day the person ceased to be one. A corporation that contravenes the section without reasonable cause can be fined up to $100,000.
Source: laws-lois.justice.gc.ca
Filing ISC information with Corporations Canada
Since January 22, 2024, corporations under the Canada Business Corporations Act must also file their ISC information with Corporations Canada: when they incorporate, every year together with the annual return, within 15 days of recording a change in the register, and within 30 days of a certificate of amalgamation or continuance.
Some of what is filed becomes public: the full legal name, the dates control began and ended, the description of control, and the address for service, or the residential address if no address for service is given. Date of birth, citizenship and tax residence are not published, and information about anyone under 18 stays private until they turn 18. Not filing can lead to a refused certificate of compliance, administrative dissolution, or a fine of up to $100,000.
Source: www.ised-isde.canada.ca