Since January 22, 2024, corporations created under the Canada Business Corporations Act (CBCA) are required to file information on their individuals with significant control (ISC) with Corporations Canada. Some of the ISC information will be made available to the public.
Since June 2019, most corporations created under the CBCA have been required to keep a register of ISCs. 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.
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
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
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) of citizenship
- country (or countries) where the ISC is considered a resident for tax purposes
- residential address
- address for service (to be provided if the ISC does not want their residential address being made public on Corporations Canada's website)
- 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.
The ISC register must also include the steps that the corporation took to update the ISC information.
What you need to do
- 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.
- 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.
- 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
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.
- File your ISC information with Corporations Canada
You need to file this information:
- annually, at the same time as your annual return
- within 15 days of any change to the ISC register.
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.
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
- 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.
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.