February 23, 2024 | Danny McMullen and Ema Marcheska
As of January 22, 2024, the Canadian government requires every federally registered privately held corporation registered under the Canada Business Corporations Act (CBCA), must prepare and maintain a register of individuals with significant control over the corporation (“ISC Register”) and file that information with Corporations Canada.
Who are individuals with significant control over the corporation?
Beneficial owners, also known as individuals with significant control (ISC), are those individuals who, individually or jointly with others, own, control, or direct at least 25 percent of a corporation’s shares, including ownership through any trustee, legal representative, agent or mandatary, or other intermediary. These individuals need to be included on the ISC Register which is kept at the corporate office and which will be submitted to Corporations Canada
When do corporations have to file the ISC Register?
Federally registered corporations starting from January 22, 2024, must file this information within 30 days of amalgamating with another corporation, within 30 days of filing their annual return or within 15 days of any changes to ownership details. For new corporations which are incorporated federally, they must file this information to Corporations Canada on their incorporation day.
What information should be on 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
- the day on which the individual ceased to be an ISC
- 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 happens if you do not comply with these regulations?
If a corporation fails to comply with these regulations under the amendments in the CBCA a person who commits an offence contravening the requirement of ISC Register is liable for either a fine not exceeding one million dollars or imprisonment for a term not exceeding five years or both the fine and imprisonment.
If you have any questions regarding corporate fillings, ISC Register requirements or you need assistance with corporate matters, please contact our expert team at Northview Law to schedule a consultation.
* For more information please visit: https://ised-isde.canada.ca/site/corporations-canada/en/individuals-significant-control
