Author's note: This article discusses the law and Ontario proposals as of September 27, 2026. The proposed Ontario registry and related amendments should not be treated as enacted requirements until the applicable legislation and regulations come into force.
Introduction
Ontario corporate law has traditionally focused on registered shareholders, an approach that is becoming less adequate as businesses use holding companies, family trusts and estate freezes, where the registered shareholder may not ultimately own or control the business.
Since January 1, 2023, applicable privately held Ontario corporations (other than offering corporations and certain prescribed corporations) must maintain an internal register of Individuals with Significant Control (“ISCs”). Ontario is now proposing a Beneficial Ownership Registry for 2027, introducing online filing and limited public access.
The Current Ontario Regime
Ontario introduced these requirements through Schedule 2 of Bill 43, the Build Ontario Act (Budget Measures), 2021, which amended the Business Corporations Act (Ontario) (“OBCA”). All statutory references are to the OBCA unless stated otherwise.
Under OBCA ss. 140(1)(f) and 140.2, an applicable private corporation must prepare and maintain an ISC register at its registered office or another location in Ontario designated by its directors.
An ISC is not determined simply by looking at the share register. Under OBCA s. 1.1(2), an ISC is an individual who is the registered holder or beneficial owner of a significant number of shares, or who has direct or indirect control or direction over the shares. A significant number of shares means 25% or more of the voting rights of all outstanding voting shares, or 25% or more of the fair market value of all outstanding shares. The definition also captures certain forms of joint ownership and control in fact.
For example, where an operating company is owned by a holding company, the individual who ultimately controls the holding company may still be an ISC of the operating company. A person holding less than 25% of the votes or value of the operating company may also qualify as an ISC where a shareholders’ agreement or other arrangement gives that person effective control.
What Records Must Be Maintained?
Under s. 140.2(1), the register of ISCs must contain each ISC’s name, date of birth, latest known address, tax-residence jurisdiction, the dates the person became or ceased to be an ISC, and how the person qualifies, including relevant interests and rights in shares. The corporation must also record the steps it has taken to identify ISCs.
Under s. 140.2(3), at least once during each financial year, the corporation must take reasonable steps to confirm all ISCs are identified and the information remains accurate and current. Under s. 140.2(4), changes must be recorded within 15 days of the corporation becoming aware of them, and shareholders must provide accurate, complete information when requested.
Under 140.2(7), if an ISC cannot be identified, the corporation must take reasonable steps to determine who has significant control. Personal information about a former ISC must generally be disposed of within one year after the sixth anniversary of the individual ceasing to be an ISC, unless a longer period is required by law or court order.
Who Can Access the Current Register?
The Ontario register is currently not filed with the government and is not publicly searchable. Under ss. 140.3 to 140.6, however, it can be requested by specified authorities for specified purposes.
These authorities include, but are not limited to, a member of the Royal Canadian Mounted Police for law enforcement purposes, officials of the government of Ontario or Canada administering or enforcing tax laws, and certain regulatory bodies, including the Ontario Securities Commission, Financial Services Regulatory Authority of Ontario, and the Financial Transactions and Reports Analysis Centre of Canada for regulatory purposes.
Penalties
The OBCA contains specific offences and penalties under s. 258.1. A corporation that contravenes the ISC requirements without reasonable cause may face a fine of up to $5,000.
Directors and officers who knowingly authorize, permit or acquiesce in a contravention may face a fine of up to $200,000, imprisonment for up to six months, or both. Similar penalties apply to those who knowingly provide or record false or misleading information, or shareholders who fail to provide required information.
What Is Changing in Ontario?
Ontario is moving from the existing internal ISC register toward a Beneficial Ownership Registry targeted for 2027. Set out in the 2025 Ontario Budget and the 2025 Fall Economic Statement, the proposal would amend the Corporations Information Act (“CIA”) to establish the registry, and the Ontario government reaffirmed its commitment in the 2026 Ontario Budget.
Under the proposed framework, private corporations subject to OBCA s. 140.2 would file their beneficial ownership information through an online registry, using existing corporate filing processes. The registry would also permit limited public access, with privacy and safety safeguards.
The government is also proposing changes to the existing ISC record-keeping requirements under the OBCA. The detailed filing requirements, information made public, exemptions and privacy protections will depend on the legislation and regulations that establish the registry.
Why is this Change Being Considered?
Currently, ISC information is maintained by corporations and provided on request to authorized entities.
The proposed registry would allow law enforcement, tax authorities, and certain authorized entities to access ISC information more efficiently, supporting investigations and anti-money laundering efforts.
Federal Comparison
The federal regime under the Canada Business Corporations Act (“CBCA”) has already moved to a filing model. Bill C-42 received Royal Assent on November 2, 2023, and brought the new federal filing requirements into force on January 22, 2024.
CBCA corporations must file ISC information with Corporations Canada on incorporation, annually with the annual return, and generally within 15 days of a change. Certain information is public, while sensitive information such as date of birth and tax residence is protected.
Issues for Tax, Trust and Estate Practitioners
The proposed Ontario registry raises some practical questions that are particularly relevant to tax lawyers.
First, there is the interaction between beneficial ownership information and tax filings. An incorrect ISC analysis could produce registry information that conflicts with corporate and trust tax filings.
Second, trusts and estates create another difficult issue. The OBCA concept of “individual” covers only natural persons, so trusts, estates, or a person acting as trustee or executor cannot be listed as ISCs, which means beneficiaries must be listed. Identifying the correct beneficiary can require reviewing the trust document, estate structure and applicable law, and raises privacy concerns where families do not want beneficial interests disclosed publicly. This contrasts with the CBCA, where trustees and executors can be listed.
Third, determining beneficial ownership in private corporations can impose significant compliance costs, particularly where professional assistance is required.
Conclusion
Ontario's beneficial ownership regime is moving from a private corporate record-keeping system toward a government filing and partially public disclosure system which is more than a technical change to corporate filings.
For practitioners, beneficial ownership should be reviewed whenever a corporation is incorporated, reorganized, amalgamated, continued into or out of a jurisdiction, transferred to a family trust, subject to an estate freeze, or affected by a change in voting or ownership rights. As the framework develops, tax and corporate lawyers must consider not just who legally owns the shares, but who ultimately controls the corporation, and whether that is consistent across its legal and tax records.
About the Author
Sumit Garg is a lawyer in Ontario and the Principal of Spear & Shield Law Professional Corporation in Mississauga. He practices tax, corporate, and estate law, advising business owners and high-net-worth families on integrated legal, tax, succession planning and litigation matters. Sumit serves as the Central West Regional Representative of the OBA Tax Section and is a full member of STEP Canada. He has completed the CPA Canada In-Depth Tax Course and also holds a CPA designation in Ontario.
Any article or other information or content expressed or made available in this Section is that of the respective author(s) and not of the OBA.