Keep Your Company Minute Book Updated

Book an appointment with Gigi Costanzo at McGuinty Law

On December 10, 2016, amendments to the Ontario Business Corporations Act came into effect that will require all corporations incorporated in Ontario to comply with new onerous record-keeping requirements with respect to ownership interests in real property in Ontario. 

Under the new law an Ontario corporation will be required to prepare and maintain a register of its ownership interests in property in Ontario. This requirement does not apply to ownership interests in real property outside Ontario. The legislation does not define the term “ownership interests” and is silent with respect to whether that term refers only to legal/registered interests or whether it is meant to apply to both legal/registered interests and beneficial interests in real property. If the requirement is meant to apply to both, then Ontario corporations who hold a beneficial interest in real property in Ontario will also need to comply with these requirements, for example where the real property is held in trust by another person or corporation for the benefit of your company, even if the registered holder of the real property is not an Ontario corporation.

The new property register of ownership interests in land in Ontario must:

  • identify each property; and
  • show the date the corporation acquired the property, and if applicable, the date the corporation disposed of it.

In addition, the corporation must keep with the property register a copy of any deeds, transfers or similar ownership documents that contain any of 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
  • the legal description
  • the assessment role number, if any.

The new legislation requires the property register of the corporation to be kept at the corporation’s registered office.

A corporation incorporated in Ontario on or after December 10, 2016 must immediately comply with these new requirements. Corporations incorporated prior to this date will have a two-year transition period and must comply with the new requirements as of December 10, 2018. For Ontario corporations with ownership interests in real property, we recommend starting the process of collecting the required information and records now to ensure they are in compliance by the December 10, 2018 deadline.

Non-compliance with these provisions may result in the corporation and its directors or officers being subject to fines or other penalties under the Ontario Business Corporations Act.

Please contact Gigi Costanzo to update your corporate minute book and comply with the new record keeping requirements of the Ontario Government.