On this page
What the register is, and who has to keep one
For most of its history, an Ontario corporation’s records showed only who was registered as a shareholder. That could hide the people really in control: a numbered company owned by a holding company, owned in turn by a trust, can leave the true owner invisible. The register of individuals with significant control, sometimes called the beneficial ownership register, closes that gap. It is now one of the registers in every Ontario corporation’s minute book. Keeping it is part of the corporate records work we do for owners.
Ontario’s guidance explains that as of January 1, 2023, privately held corporations in Ontario must keep this information on file and provide it when law enforcement, regulatory or tax authorities ask. All privately held business corporations incorporated in Ontario are covered. Public corporations and their wholly owned subsidiaries are exempt, and section 140.2(8) of the Business Corporations Act (OBCA) lists the exemptions in full: offering corporations, corporations that offer securities to the public under provincial securities law, corporations listed on a designated stock exchange, their wholly owned subsidiaries, and any prescribed class. The guidance also notes that similar rules apply to federally incorporated businesses and to those incorporated in other provinces.
Who counts as an individual with significant control
Ontario’s guidance describes an individual with significant control as someone who:
- owns, controls or directs 25% or more of the voting shares, or shares worth 25% or more of the fair market value of all outstanding shares;
- 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.
Family holdings are added together. The guidance says that if a group of related persons collectively controls at least 25% of the shares, each person is an individual with significant control, and a related person includes the individual’s spouse, son or daughter, and any other relative living in the same house.
How to set it up and keep it current, step by step
- Identify the individuals. Look through the share register to the people behind any holding company, trust or nominee, and add up related family members’ holdings.
- Ask the shareholders. Section 140.2(5) says that when the corporation asks a shareholder for this information, the shareholder must reply promptly, accurately and completely, to the best of their knowledge.
- Record the required details. Section 140.2(1) lists them (see the table below).
- Keep it at the right place. The register is kept at the registered office or another place in Ontario designated by the directors. Ontario’s guidance confirms it does not need to be submitted to a registry.
- Review it every year. At least once each financial year, the corporation must take reasonable steps to make sure it has identified everyone and the register is accurate, complete and up to date (section 140.2(3)), and record the steps it took (section 140.2(1)(f)).
- Update within 15 days. When the corporation becomes aware of new or changed information, it must record it within 15 days (section 140.2(4)).
- Dispose of old personal information. Within one year after the sixth anniversary of the day someone stops being an individual with significant control, their personal information in the register must be disposed of (section 140.2(6)).
| Item | Example of what to write | Clause |
|---|---|---|
| Name, date of birth and latest known address | Full legal name, date of birth, home address | 140.2(1)(a) |
| Jurisdiction of residence for tax purposes | Ontario, Canada | 140.2(1)(b) |
| Date the person became, and ceased to be, an individual with significant control | The date of the share issue or transfer | 140.2(1)(c) |
| How they have significant control | “Holds 60 of 100 voting common shares through a holding company” | 140.2(1)(d) |
| Any other prescribed information | As set by regulation, if any | 140.2(1)(e) |
| The steps taken to keep the register up to date | “Annual review on March 31; shareholders asked in writing” | 140.2(1)(f) |
What changes the answer
Who can see it
Unlike the other registers, shareholders and creditors cannot examine this one under section 145(1), which expressly excludes it. Section 140.3 lets a member of a police service, an official administering tax law, or a listed regulator request disclosure for the purposes the section sets out, including the Ontario Securities Commission, the Financial Services Regulatory Authority of Ontario and FINTRAC. The corporation must respond within the time specified in the request. Directors can see it, like all the records (section 144). The duties that come with that office are covered in directors’ duties under the OBCA.
Penalties
A corporation that contravenes section 140.2 without reasonable cause is guilty of an offence and liable to a fine of not more than $5,000 (section 258.1(1)); the same maximum applies to failing to disclose the register under section 140.3. Directors and officers who knowingly authorize, permit or acquiesce in the contravention also commit an offence, with a fine of up to $200,000, imprisonment of up to six months, or both (section 258.1(4)).
When you cannot find anyone
If no individual meets the test, for example where shares are widely held, section 140.2(7) requires the corporation to take reasonable steps, in accordance with any regulations, and the register should record those steps.
Holding companies and family trusts
The register looks through structures to people. If a holding company owns the shares, the individuals who control the holding company go on the register. Family members bringing shares into a company, discussed in bringing family members into your company, can tip a family over the 25% line together.
Federal corporations
A corporation incorporated under the Canada Business Corporations Act follows the federal rules, administered by Corporations Canada, rather than section 140.2. Corporations Canada says that since January 22, 2024, federal corporations must also file their significant control information with it, and some of that information is made public. The differences between the two statutes are covered in Ontario or federal incorporation.
What the annual review looks like in practice
For an owner-managed company, the yearly review is usually short, and it fits neatly alongside the annual shareholder and director resolutions. A practical routine looks like this. First, compare the securities register with the register of individuals with significant control: every share issue or transfer since the last review is a prompt to check the second register. Second, send each shareholder a short written request asking them to confirm, or correct, the information held about them and about anyone behind them, such as the owners of a holding company. Third, record the date of the review, who was asked and what came back, because section 140.2(1)(f) requires a description of each step taken.
Two events deserve a check outside the annual cycle: an estate freeze or other reorganization that changes who holds voting or value shares, and the death of a shareholder, when shares pass to an estate and then to beneficiaries. In both cases the 15-day clock in section 140.2(4) starts when the corporation becomes aware of the change. Owners planning for that moment can read our page on estate planning for owners of an Ontario corporation.
Example
For example, imagine a Markham distribution company with 100 voting common shares. Wei Holdings Inc. owns 60, and Wei is its only shareholder. Wei’s daughter Lin owns 15 directly, and Wei’s brother Jun, who lives elsewhere, owns 25.
Wei is an individual with significant control through his holding company, which controls 60% of the votes. Jun, at 25%, meets the threshold on his own. Lin owns only 15%, but Ontario’s guidance treats a group of related persons who together control 25% or more as each having significant control, and a daughter is a related person, so Lin goes on the register too. The register records each of them, how they hold control, and the date each became a holder. When Jun later sells his shares to Lin, the corporation records the change within 15 days of learning about it.
Common mistakes
- Listing the holding company instead of the person. The register records individuals.
- Forgetting family aggregation. Related persons’ holdings can add up to 25%.
- Never doing the annual review. Section 140.2(3) requires it every financial year, and the steps belong in the register.
- Missing the 15-day window. Share transfers and new issues change the register.
- Filing it with the province. It is kept by the corporation; Ontario’s guidance says it is not submitted to a registry.
- Showing it to everyone who asks. Shareholders and creditors are not entitled to it under section 145(1).
What to do this week
- Open your minute book and check whether a register of individuals with significant control exists.
- List every shareholder, and the people behind any holding company or trust.
- Add up related family members’ holdings against the 25% thresholds.
- Ask each shareholder in writing for the information you need, and keep a copy of the request.
- Record the details and the steps you took, and diarize the next annual review.
- If your structure is complicated, get help setting it up. A first consultation takes 30 minutes, by video or in person, and you can request one here.
Frequently asked questions
Does my one-person corporation need this register?
Yes, if it is a privately held Ontario corporation. The register will usually list just you, with the details section 140.2(1) requires and the date you became the owner.
Is the register public?
No. Ontario’s guidance says it stays on file at the corporation and is not submitted to a registry. Apart from the directors (section 144), it is disclosed on request to the authorities listed in section 140.3.
What is the threshold?
25% or more of the voting shares, or of the fair market value of all outstanding shares, or direct or indirect influence over the corporation, or significant shares held jointly with others.
How often must it be updated?
At least once a year, and within 15 days of the corporation becoming aware of a change (section 140.2(3) and (4)).
Can a shareholder refuse to give the information?
Section 140.2(5) says a shareholder asked for the information must reply promptly and, to the best of their knowledge, accurately and completely.
What happens on a sale of the company?
A buyer will expect the register to be current, along with the rest of the records. Our page on buying or selling a business explains how records fit into a deal.
Sources
- Business Corporations Act, R.S.O. 1990, c. B.16, ss. 140(1)(f), 140.2, 140.3, 144, 145 and 258.1
- Ontario.ca: Beneficial ownership information requirements
- Corporations Canada: Individuals with significant control (federal corporations)
This page is general information about Ontario law, not legal advice for your situation. It reflects the law as of October 26, 2026.