The beginning of a new year is often a time when corporations look to ensure that all of their book keeping and record keeping obligations are being met. Unbeknownst to many of these corporations, effective December 10, 2016, the Ontario Government has significantly increased corporate record keeping obligations for many Ontario corporations.
Bill 144, the Budget Measures Act, 2015 came into force on December 10, 2016, enacting the Forfeited Corporate Property Act, 2015 (FCPA) which in turn has amended the Business Corporations Act (Ontario) (OBCA). The changes to the OBCA require that a corporation incorporated under this legislation now maintain a register of its ownership interests in land in Ontario, at its registered office.
Pursuant to section 140.1 of the OBCA, the register shall identify each property in which the corporation has an ownership interest and show the date that the corporation acquired the property and, if applicable, the date the corporation disposed of it. In addition, the corporation is required to maintain supporting documentation with the register, such as copies of any deeds, transfers or similar documents that contain any of the following with respect to each property listed in the register:
- The municipal address, if any.
- The registry or land titles division and the property identifier number.
- The legal description.
- The assessment roll number, if any.
A question that arises within the language of the new provisions of the OBCA is the question of what is meant by "ownership interest". It is unclear whether the intention of the amendment to the OBCA was that the register reference only registered interests in property, or if it should also reference any beneficial ownership in property. If the latter, the obligations under the new provisions become more onerous for certain corporations and will also capture other corporations that might not otherwise have had to comply. It should also be noted that the FCPA provides that real property and "interests in real property" include a charge or mortgage. If an "ownership interest" under the OBCA includes an "interest in real property" as defined under the FCPA, then the register would also need to set out any of a corporation's charges and mortgages over land in Ontario.
In spite of the uncertainty and how little the government has done to let people know about these changes, the new register requirements are immediately in effect for any corporations incorporated or continued under the OBCA on or after December 10, 2016. Any corporations that were incorporated or continued under the OBCA prior to December 10, 2016 shall have until December 10, 2018 to comply.
The register and supporting documents must be kept at the corporation's registered office. If a corporation's registered office address is not at its place of business, but elsewhere, such as the company lawyer's office, it will be incumbent on the corporation to provide its lawyer (or other applicable party) with all of the information and supporting documentation required to properly maintain the register and meet these new obligations.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.