Starting in June 2019, most corporations created under the Canada Business Corporations Act need to keep a register of individuals with significant control. This provides greater transparency over who owns and controls Canadian businesses, and helps law enforcement agencies expose activities like money laundering and tax evasion.
Not sure you're federally incorporated? Find out by searching for a federal corporation. If your business shows up, check that it's incorporated under the Canada Business Corporations Act.
Individuals with significant control
An individual with significant control, or ISC, is someone who owns or controls a corporation. This individual:
- owns, controls or directs a significant number of shares
- has significant influence over the corporation without owning any shares; or
- has a combination of any of these factors.
An individual can also be an ISC if they own or control a significant number of shares with one or more individuals. For example, an individual may individually own less than 25% of a corporation's shares, but has an agreement with other shareholders to vote the shares the same way. If this group of individuals collectively owns 25% or more of a corporation's shares, each member of the group is considered an ISC and needs to be recorded in the register.
A significant number of shares is:
- 25% of the voting shares or
- 25% of all the shares based on the fair market value of the shares.
Register of individuals with significant control
The register of individuals with significant control is a document for example, a logbook, database or spreadsheet that contains information about each ISC.
For each ISC, the register must include:
- date of birth
- address (residential or address for service)
- country (or countries) where the ISC is considered a resident for tax purposes
- the date when control started (for example, when the ISC purchased 25% or more of the corporation's shares)
- the date when control ended (for example, when the ISC sold their shares)
- a description of how the ISC has significant control
Keep this register with the corporation's corporate records, such as bylaws and articles of incorporation.
What you need to do
Identify the individuals with significant control over the corporation and confirm their information
People who own their own business are typically the only ISC because they own 100% of the business' shares.
For larger businesses, there may be multiple shareholders and business owners. In this case, the corporation would contact anyone who owns shares or has a major influence on the business (but does not own shares). Make sure to ask shareholders if they hold shares on behalf of someone else.
When you request information to complete the register, shareholders have an obligation to provide you with accurate and complete information, and must respond as soon as possible.
Record information in the register
Create a register of individuals with significant control based on the information provided by shareholders or other persons with significant control.
To get started, download a template register or create your own.
Update the register regularly
Your corporation needs to update its register at least once a year. This means taking reasonable steps to find out:
- if any of the information contained in the register has changed, and
- if new individuals need to be added.
In addition, whenever your corporation becomes aware of a change affecting the register, it needs to record the change within 15 days of becoming aware of the new information.
Who can access a register
Your corporation is not required to disclose its register of individuals with significant control to the public.
Upon request, however, your corporation has to disclose the register to:
- its shareholders and creditors (they must provide an affidavit stating that the information obtained will only be used for matters related to the corporation, for example to influence voting or to acquire share);
- investigative bodies; and
- Corporations Canada.
Your bank could also ask you for information about who controls your corporation. In this case, you can show them your register of individuals with significant control as proof of who owns and controls your business.
This information is not a substitute for legal advice. When in doubt, please seek professional advice to ensure that your corporation's needs are met.