In December 2016, new obligations were imposed via amendments to the Ontario Business Corporations Act (the “OBCA“) and other Acts.
The changes cover both existing and newly incorporated corporations. The obligations already apply to all Ontario corporations incorporated after December 10, 2016. However Ontario corporations incorporated before December 10, 2016 were given a two-year grace period that ends today December 10, 2018.
Under the changes, the register of a corporation’s ownership interests in land in Ontario must:
- identify each property owned by the company;
- be kept at the company’s registered office; and
- show the date the company purchased the property, and the date it disposed of the property, if applicable.
I’ve been advised that since the act doesn’t define “ownership interest”, companies should keep the required information for both registered interests and their beneficial interests in Ontario property.
The changes to the OBCA also require that the register contain any deeds, transfers or similar documents that contain any of the following:
- the municipal address;
- the Registry or Land Titles Division and the property identifier number (PIN);
- the legal description; and
- the assessment roll number.
Fines and other penalties for not maintaining these records for individual officers and directors could be up to $2,000, and jail time of up to one year. Corporation could be liable for fines up to $25,000.
Additionally, if a company isn’t current with their record-keeping requirements, the company may be unable to state that they are compliant with all applicable laws when it comes to financing, obtaining insurance or a sale. Corporate purchasers of land in Ontario are advised to obtain a rep and warrant from the vendor of compliance to the amendments and to add the need for the register to their purchase documentation checklist.