Individuals with significant control

Since June 2019, most corporations created under the Canada Business Corporations Act have been required to keep a register of individuals with significant control (ISC). The register provides greater transparency over who owns and controls Canadian businesses, and helps law enforcement agencies expose activities like money laundering and tax evasion, which are growing global concerns.

Not sure if you're federally incorporated? Find out by searching for a federal corporation. If your business shows up, confirm that it's incorporated under the Canada Business Corporations Act.

On this page

• Who can be an ISC
• The ISC register
• What you need to do
• What to do if there are no ISCs
• Who is excluded from creating and maintaining an ISC register
• What does control in fact mean
• Trust
• Who can access an ISC register

Who can be an ISC

An ISC is someone who owns or controls a corporation. This individual:

• owns, controls or directs 25% or more of shares* individually, jointly or in concert with one or more individuals
• has control in fact over the corporation without owning any shares
• meets a combination of any of these factors

An individual can be an ISC if they own or control a significant number of shares jointly with one or more individuals. For example, an ISC owns less than 25% of a corporation's shares individually and has an agreement with other shareholders to vote the shares the same way. If this group collectively owns 25% or more of the corporation's shares, each member of the group is considered an ISC. Each ISC needs to be recorded in the register.

The ISC register

The ISC register is a document such as a logbook, database or spreadsheet that is kept by a corporation and contains the following information about each ISC of the business:

• full legal name
• date of birth
• country (or countries) where the ISC is considered a resident for tax purposes
• residential address (note: due to new legislative proposals that would make some ISC information public, an address for service should also be collected if an ISC does not want their residential address to be made public. Learn more on upcoming obligations to file your ISC information.)
• the day on which the individual became an ISC (for example, when the ISC purchased 25% or more of the corporation's shares)
• the day on which the individual ceased to be an ISC (for example, when the ISC sold their shares)
• a description of the ISC's significant control.

Corporations may be required to collect the citizenship of the ISC in 2024. Learn more on how to file your ISC information.

What you need to do

1. Identify the ISCs in your corporation and confirm their information

   People who own their own business are typically the only ISC because they own 100% of the business's shares.

   Large businesses may have multiple shareholders and business owners, in which case, the corporation would need to contact anyone who owns shares or has a major influence on the business (but does not own shares) to determine whether shareholders hold shares on behalf of someone else.

   In cases of joint ownership of a significant number of shares, each individual in the group must be listed in the ISC register.

   Shareholders are under an obligation to provide you with accurate and complete information, and must respond as soon as possible.

2. Create a register

   Create your ISC register and record information provided directly by shareholders or by other ISCs.

   To get started, download our template or create your own.

   Safeguard your register with your other corporate records, such as bylaws and articles of incorporation.

3. Update your register regularly

   Your corporation is required to update its register at least once a year, and within 15 days of becoming informed of any changes affecting the register. In the course of maintaining an up-to-date register, your corporation is obligated to take reasonable steps* to update information including:

   • any information contained in the register that has changed
   • ISCs who need to be added or removed

   * Reasonable steps for updating the ISC register

   Taking reasonable steps to maintain an up-to-date ISC register includes sending a request for information at least once a year to:

   • any ISCs in the register, to confirm or update their information
   • all shareholders of the corporation, to ask if they have become an ISC and, if yes, request the required information to add to the register
   • any other person that the corporation has reasonable grounds to believe may have relevant knowledge with respect to an ISC over the corporation, or any person who may have relevant knowledge about such a person.

Starting January 22, 2024, corporations will be required to file ISC information with Corporations Canada:

• annually (at the same time as filing their annual return)
• within 15 days of a change in the ISC register.

Learn more on how to file your information

What to do if there are no ISCs

Most corporations have ISCs and are able to identify them. In a small number of unusual situations, a corporation will either:

• have no ISCs (for example, all individuals own or control less than 25% of the shares of the corporation)
• be unable to identify any ISCs (for example, not enough information could be obtained to determine if there are any ISCs)

If a corporation is unable to identify any ISCs over the corporation, the following information must be included in its ISC register:

• A statement to the effect that:
  • the corporation has determined that it is unable to identify any ISCs over the corporation
  • there are no ISCs over the corporation
• A summary of the steps the corporation took to try to identify these individuals

Who is excluded from creating and maintaining an ISC register

Most corporations are required to create and maintain an ISC register. However, a few corporations are excluded from this requirement because their information on ISCs is available under the relevant securities laws, or the only owner is a Canadian government. The following corporations are excluded:

• A reporting issuer under provincial securities law or a wholly-owned subsidiary of such a corporation
• A public corporation that trades its securities on a stock exchange designated by the Income Tax Act or a wholly-owned subsidiary of such a corporation
• A Crown corporation or a wholly-owned subsidiary of such a corporation.

What does control in fact mean

An individual with significant control has influence over a corporation which amounts to "control in fact", also known as "de facto control". This individual must be listed on the corporation's ISC register. The ISC's influence has the capacity to affect the economics, operations and day-to-day management of the corporation. Learn more about individuals who have control in fact.

Trust

If a trust owns or controls 25% or more of the corporation's shares, the individuals in control of the trust are each considered to be ISCs and must be listed in the corporation's ISC register.

Individuals in control of a trust are those with a specific role, including:

• the trustee
• beneficiaries
• any other individual who has authority to control or does control the trust (this may be the person who creates the trust).

Having control over a trust means:

• having authority to direct or influence the management of the trust, including directing how a trustee manages shareholders' rights, such as the right to:
• appoint or remove any of the trustees
• direct the distribution of the funds or assets
• direct investment decisions of the trust
• amend the trust document
• terminate the trust.

Who can access an ISC register

Your corporation is not required to disclose its ISC register to the public.

Upon request, however, your corporation must disclose the register to:

• its shareholders and creditors, who must provide an affidavit stating that the information obtained will be used only for matters related to the corporation, for example, to influence voting or to acquire shares
• investigative bodies
• Corporations Canada

Your bank may also ask you for information about who controls your corporation. In this case, simply show them your ISC register as proof of who owns and controls your business.

Note

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.