As of January 1, 2023, privately-held corporations in Ontario are required to keep their beneficial ownership information, or “individuals with significant control” information, on file and to provide that information when requested by law enforcement, and regulatory and tax authorities.

Who should keep this information

All privately-held business corporations that are incorporated in Ontario are responsible for keeping records on beneficial owners (or “individuals with significant control”). Similar rules apply to federally incorporated businesses and those incorporated in other provinces.

Public corporations and their wholly-owned subsidiaries are exempt from this requirement.

Who is an “individual with significant control”

These information requirements apply to any individual, referred to as an “individual with significant control,” who:

  • owns, controls, or directs:
    • 25% or more of the voting shares of the corporation or
    • shares that are worth 25% or more of the fair market value of all outstanding shares of the corporation
  • has direct or indirect influence over the corporation without owning at least 25% of the shares, or
  • owns or controls a significant number of shares jointly with other people.

If a group of related persons collectively controls at least 25% of the shares of a corporation, then each person would be an individual with significant control.

A related person would include the individual and:

  • their spouse
  • their son or daughter
  • any other relative living in the same house

What happens to the information

Companies can keep the information on file at the corporation’s registered office. Companies do not need to submit the information to a registry.

Companies must provide this information to law enforcement, tax, and certain regulatory authorities, if requested.

What information do you need to keep

For each individual with significant control, the corporation must keep the following information on file:

  • Name, date of birth and last known address of each individual with significant control.
  • Jurisdiction of residence for tax purposes.
  • Day on which they became or stopped being an individual with significant control.
  • Description of how the individual has significant control over the corporation, including a description of any interests and rights they have in shares of the corporation.
  • Description of the steps the corporation takes to keep this information up-to-date each year.

When do you need to update the information

The information must be updated:

  • at least once a year and
  • within 15 days of the corporation becoming aware of a change to any relevant information