The Business Corporations Act of Ontario (“OBCA”) currently requires corporations to prepare and maintain corporate books and records. However, corporations incorporated or continued under the OBCA need to be aware of new onerous amendments to the OBCA which quietly came into force on December 10, 2016.
The new Section 140.1 of the OBCA requires corporations to maintain an updated register of the corporation’s ownership interest in land in Ontario at its registered office.
The Register Must:
- identify each instance of “ownership interest” in Land in Ontario; and
- show the date on which the corporation acquired the land and, if applicable, the date on which the corporation disposed of it.
The corporation must also keep evidentiary support to substantiate the register by keeping a copy of any deeds, transfers or similar documents that contain 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 (PIN);
- the legal description; and
- the assessment roll number, if assigned.
Interestingly, the phrase “ownership interest” is not defined, thus this requirement may extend to both legal and beneficial ownership in real property. In addition, a corporation holding a charge or mortgage , options to purchase, easement , and right-of-way interests, and possibly leasehold interests over land in Ontario may also be required to list the lands in its register.