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New record-keeping requirements for Ontario corporations

Friday February 10, 2017

On December 10, 2016, amendments to the Ontario Business Corporations Act (“OBCA”) came into effect and section 140.1 was added.  This section requires corporations incorporated under the OCBA to prepare and maintain a register of their ownership interests in land located in Ontario.  The OBCA does not define “ownership interest” and as such it is safe to assume that it includes both legal and beneficial ownership in land.  The section is mandatory for all businesses incorporated or continued in Ontario after December 10, 2016.  Businesses incorporated or continued under the OBCA prior to December 10, 2016 must be in full compliance with the new section no later than December 10, 2018.

The register shall contain the following information:

• Identify each property;
• show the date the corporation acquired the property and if applicable the date he corporation disposed of it.

In addition, supporting documents for each land interest must be kept with the register. These include a copy of any deeds, transfers or other similar documents that contain any of the following with respect to each property listed in the register:

• The municipal address;
• The registry or land titles division and property identifier number;
• The legal description;
• The assessment roll number.

The register must be kept at the corporation’s registered office. If a corporation is found not to be in compliance with the new provisions, the corporation and its directors or officers may be subject to a fine or other penalties under the OBCA.