Private federal and Ontario corporations must keep a register of individuals with significant control, often called an ISC register or transparency register. It records the people who ultimately own or control the corporation, even when shares are held through another company or a trust.
Who is an individual with significant control?
Broadly, an individual who holds, directly or indirectly, shares carrying 25% or more of the votes, or 25% or more of the fair market value of all outstanding shares. It also includes an individual with direct or indirect influence that, if exercised, would result in control in fact of the corporation.
What the register must contain
- Name, date of birth and latest known address
- Jurisdiction of residence for tax purposes
- The date the individual became, or ceased to be, an ISC
- A description of how the individual meets the definition
- Each step taken to identify ISCs and keep the register current
Updating and review
Under the CBCA (section 21.1) and the OBCA (section 140.2), the register must be updated within 15 days of the corporation becoming aware of a change, and reviewed at least once each financial year.
Federal filing
Since January 22, 2024, federal corporations must also file their ISC information with Corporations Canada at incorporation, with each annual return, and when it changes. Corporations Canada explains the rules on its ISC page.
Our minute book includes an ISC register pre-filled with your registered shareholders. You confirm who meets the threshold and add any indirect holders.
Sources
This guide is general information, not legal advice. Laws change; confirm current requirements with the statute or a lawyer.