Currently, Ontario corporations must maintain corporate books and records, including articles and by-laws, any unanimous shareholder agreement, minutes of meetings and resolutions of shareholders, as well as registers of the directors and corporate securities. Absent however, is the obligation to maintain a register with respect to a corporation’s real property holdings. While maintaining a detailed list of real property has practical benefits and is already typically maintained informally by some corporations, upcoming changes to the Ontario Business Corporations Act (the “Act”) will impose formal requirements on any Ontario corporation to maintain such registers.
As of December 10, 2016, there will be a new requirement under the Act for every Ontario corporation to prepare and maintain at its registered office a register of its ownership interests in land in Ontario. According to the newly added Section 140.1(2) of the Act, the register must identify:
- each property;
- the date the corporation acquired the property;
- and, if applicable, the date the corporation disposed of the property.
In addition, each corporation will be required to have supporting materials available, to be kept with the register, including copies of any deeds, transfers or similar documents that contain the following information:
- the municipal address (if any);
- the registry or land titles division and the property identifier number;
- the legal description; and
- the assessment roll number.
The application of the new real property register requirements to Ontario corporations will vary depending on whether the subject corporation is in existence on December 10, 2016. If the corporation is incorporated or continued before December 10, 2016, the land ownership register obligations will apply to said Ontario corporation commencing on December 10, 2018. If the Ontario corporation comes into existence after December 10, 2016 the new land ownership register requirements of the Act will apply to such corporation on the day of its incorporation or continuance.
Daniel and Partners LLP recommends that each Ontario corporation create and maintain a register with the necessary information at its registered office address. For further information on any corporate, commercial or residential real estate matter please contact one of the corporate lawyers at Daniel & Partners LLP today.
Blog post written by Matteson DeLuca, student-at-law.