Corporations incorporated under the Ontario Business Corporations Act are required to maintain a register of all real estate ownership interests that the corporation has. This register is to form part of the minute book of the corporation. The new rules came into effect on December 10, 2016.
Existing corporations have until December 10, 2018 to comply.
In particular, a Corporation is required to keep a record that identifies the property, the date it was acquired, and the date it was disposed of (if applicable). In addition, the Corporation is required to keep with the register a copy 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.
"Ownership interests" is not defined. Presumably, this may include both legal and beneficial interests as well.
These new requirements are of particular concern to corporations that acquire and hold extensive real estate interests. If a parcel of land is purchased, then subdivided or a condominium plan is registered, and the new parcels or units are sold, each transfer may need to be recorded and a copy kept. It is not known how long such records are required to be kept.
The failure to maintain a register without reasonable cause is an offence under the Act and may result in a fine of up to $25,000 for corporations, of up to $2,000 for directors and officers, and imprisonment of up to one year.
If you are looking for guidance in how to comply, feel free to contact me.
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.