Ontario corporations are subject to beneficial ownership requirements designed to improve transparency around who ultimately owns and controls a corporation. These requirements are intended to help prevent corporations from being used to conceal ownership, evade taxes, launder money, or facilitate other illicit financial activities.
The rules have evolved significantly since the Ontario government first proposed beneficial ownership legislation in its 2021 Fall Economic Statement.
As of January 1, 2023, privately held corporations incorporated under Ontario’s Business Corporations Act have been required to maintain a register of individuals with significant control (ISC). The information must be kept with the corporation’s records and made available upon request to law enforcement, tax authorities, and certain regulatory authorities.
Ontario is also moving toward a broader beneficial ownership registry. The 2026 Ontario Budget states that the province is working toward implementing a Beneficial Ownership Registry in 2027 as part of its efforts to combat money laundering and improve ownership transparency.
For Ontario business owners, understanding the current ISC requirements and upcoming changes is important for maintaining corporate compliance.
What Is Beneficial Ownership?
Beneficial ownership generally refers to the individual or individuals who ultimately own or control a corporation.
The person listed as the registered shareholder is not always the person who ultimately benefits from or controls the corporation. Ownership or control can exist directly or indirectly through another corporation, trust, nominee arrangement, or other structure.
Ontario’s rules therefore focus on identifying individuals with significant control, rather than simply recording the names appearing on a corporation’s share register.
Under Ontario’s Business Corporations Act, an individual may be an ISC if they have significant ownership or control over the corporation or exercise influence that amounts to control in fact.
Ontario’s Beneficial Ownership Requirements
Since January 1, 2023, privately held business corporations incorporated in Ontario have been required to maintain beneficial ownership information in the form of an ISC register.
The register is maintained with the corporation’s records. Under the current Ontario regime, corporations do not submit the ISC register to a provincial public database simply because they are subject to these requirements.
However, the information must be provided when requested by law enforcement, tax authorities, and certain regulatory authorities.
Public corporations and their wholly owned subsidiaries are exempt from the Ontario requirement to maintain this ISC information.
Who Is an Individual with Significant Control?
An individual may qualify as an individual with significant control if they meet one or more of the applicable ownership or control tests.
Generally, this includes an individual who:
- Owns, controls, or directs 25% or more of the voting shares of the corporation;
- Owns, controls, or directs shares representing 25% or more of the fair market value of all outstanding shares;
- Has direct or indirect influence that could result in control in fact of the corporation; or
- Owns or controls a significant number of shares jointly with other individuals.
Related individuals may also be considered when determining significant control. Ontario’s rules address situations where related persons collectively control at least 25% of the corporation’s shares.
This means that a corporation cannot necessarily determine its ISC status by looking only at who owns shares in their own name. Direct, indirect, joint, and factual control may need to be considered.
What Information Must an Ontario Corporation Keep?
For each individual with significant control, an Ontario corporation must maintain information including:
- The individual’s name;
- Date of birth;
- Latest known address;
- Jurisdiction of residence for tax purposes;
- The date the individual became an ISC;
- The date the individual ceased to be an ISC, where applicable;
- A description of how the individual exercises significant control over the corporation;
- A description of the individual’s interests and rights in the corporation’s shares, where applicable; and
- A description of the steps the corporation takes to keep the information accurate and up to date.
Corporations should maintain this information as part of their corporate records and ensure that appropriate documentation supports the information contained in the register.
How Often Must Ontario Corporations Update Their ISC Information?
The ISC register must be reviewed and updated regularly.
Ontario corporations are required to take reasonable steps at least once during each financial year to identify all individuals with significant control and ensure that the information in the register is accurate, complete, and current.
If the corporation becomes aware of a change to information that must be recorded, it must update the register within 15 days of becoming aware of the change.
For example, an update may be necessary when:
- Shares are transferred;
- Ownership percentages change;
- A new shareholder acquires significant control;
- An existing ISC ceases to meet the applicable requirements;
- Control changes through an agreement or corporate restructuring; or
- The corporation becomes aware of a change in an ISC’s relevant personal information.
Maintaining the register should therefore be treated as an ongoing corporate compliance obligation rather than a one-time exercise.
Does Ontario Require Corporations to File Beneficial Ownership Information?
Under the current Ontario system, privately held corporations generally maintain their ISC information internally rather than filing it with a provincial beneficial ownership registry.
The Ontario government’s current guidance states that companies do not need to submit their ISC information to a registry under the existing requirements. The information must instead be available to specified authorities when requested.
However, this is an area that is changing.
Ontario Is Working Toward a Beneficial Ownership Registry
Ontario has indicated that it intends to move beyond the current internal record-keeping model.
In its 2025 Ontario Budget, the government stated that it was exploring options to establish a registry requiring business corporations to file prescribed beneficial ownership information. The stated objective was to improve transparency and provide law enforcement and regulators with faster access to information.
The 2026 Ontario Budget states that Ontario is working toward implementing a Beneficial Ownership Registry in 2027. The initiative forms part of the province’s broader efforts to combat money laundering and other illicit financial activity.
Businesses should therefore monitor further legislative and regulatory developments as Ontario moves toward this new registry framework.
The exact filing requirements, implementation details, exemptions, access rules, and deadlines should be confirmed once the applicable legislation and regulations are finalized.
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Ontario vs. Federal Beneficial Ownership Requirements
It is important to distinguish between corporations incorporated under Ontario law and corporations incorporated federally.
Ontario corporations are governed primarily by Ontario’s Business Corporations Act, while federally incorporated companies are governed by the Canada Business Corporations Act (CBCA).
The federal regime has already moved beyond an internal-only register.
Since January 22, 2024, corporations governed by the CBCA have generally been required to file information about their individuals with significant control with Corporations Canada. Some of that information is available to the public.
Federal corporations must also maintain their ISC register as part of their corporate records.
Federal ISC Filing Requirements
For a corporation governed by the CBCA, ISC information must generally be filed:
- Annually, at the same time as the corporation’s annual return;
- Within 15 days after a change to the ISC information is recorded; and
- Upon incorporation, or within the applicable period following an amalgamation or continuance.
For a new federal corporation, ISC information must be filed as part of the incorporation process. Following an amalgamation or continuance, the applicable filing deadline is generally 30 days from the date of the certificate.
Failure to comply with federal ISC filing obligations can have serious consequences, including possible administrative dissolution and penalties. Corporations Canada states that a corporation may face a fine of up to $100,000 upon summary conviction for certain non-compliance.
What Information Is Public for Federal Corporations?
The federal system also differs from Ontario’s current approach in terms of public access.
Once a federal corporation files its ISC information, certain details may be made available through Corporations Canada’s online search system.
Publicly available information can include:
- The individual’s full legal name;
- The date the individual became or ceased to be an ISC;
- A description of the significant control;
- A residential address where no address for service has been provided; or
- An address for service where one has been provided.
Certain information is subject to privacy protections and exceptions.
This distinction is important for Ontario business owners because the province’s current internal-register requirements should not be confused with the federal filing and public-access system.
What Is the 25% Ownership Threshold?
The 25% threshold is an important part of determining whether an individual qualifies as an ISC.
An individual may qualify when they own, control, or direct:
25% or more of the corporation’s voting shares, or
shares representing 25% or more of the fair market value of all outstanding shares.
The analysis can become more complicated where shares are jointly owned, controlled through another entity, held through a trust, or subject to arrangements that give an individual effective control.
For this reason, corporations should not assume that the percentage shown on a simple shareholder list always provides the complete answer.
What Does “Control in Fact” Mean?
Significant control is not limited to share ownership.
An individual may qualify as an ISC where they have direct or indirect influence that amounts to control in fact over the corporation.
This can be particularly relevant in corporations where one person has substantial influence over business decisions despite not holding 25% or more of the shares.
The assessment can depend on the corporation’s specific ownership structure, agreements, relationships, and decision-making arrangements.
Businesses with complex ownership structures should obtain legal advice rather than relying solely on a percentage-of-shares calculation.
Why Beneficial Ownership Transparency Matters
Beneficial ownership requirements are intended to make it more difficult to hide the individuals who ultimately own or control businesses.
Greater transparency can assist authorities in identifying and investigating activities such as:
- Money laundering;
- Tax evasion;
- Fraud;
- Proceeds of crime;
- Corporate structures used to conceal ownership; and
- Other illicit financial activity.
The federal government has described ISC transparency as an important tool for helping law enforcement agencies identify activities such as money laundering and tax evasion.
Ontario’s move toward a future beneficial ownership registry reflects the province’s continuing focus on financial crime prevention and corporate transparency.
What Should Ontario Business Owners Do Now?
Ontario corporations should not wait for the proposed 2027 registry before reviewing their corporate records.
Business owners can take practical steps now, including:
Review Your Share Structure
Confirm who owns the corporation’s shares and whether any individual meets the 25% ownership or control thresholds.
Identify Indirect Ownership and Control
Consider ownership through corporations, trusts, nominees, joint arrangements, or other structures.
Review Control in Fact
Determine whether an individual exercises significant influence over the corporation even without owning 25% or more of its shares.
Update the ISC Register
Ensure the register contains all required information and reflects the corporation’s current ownership and control structure.
Review the Register Annually
Ontario corporations must take reasonable steps at least once during each financial year to confirm that the information is accurate and up to date.
Document Changes Promptly
If the corporation becomes aware of a change, the applicable information must be recorded within 15 days.
Monitor Ontario’s 2027 Registry Plans
Because Ontario is working toward implementing a beneficial ownership registry in 2027, corporations should monitor new legislation, regulations, and government guidance as they become available.
Frequently Asked Questions About Beneficial Ownership in Ontario
What is an individual with significant control?
An individual with significant control, or ISC, is a person who meets applicable ownership or control criteria over a corporation. This can include owning or controlling at least 25% of voting shares or shares based on fair market value, as well as certain forms of direct or indirect control.
Do Ontario corporations have to maintain an ISC register?
Yes. Since January 1, 2023, privately held corporations incorporated under Ontario’s Business Corporations Act have been required to maintain beneficial ownership or ISC information.
Do Ontario corporations currently file their ISC register with the province?
Under the current Ontario regime, corporations generally maintain the information internally rather than submitting it to a provincial registry. The information must be provided to specified authorities when requested.
Is Ontario creating a beneficial ownership registry?
Ontario has announced plans to move toward a beneficial ownership registry. The 2026 Ontario Budget states that the province is working toward implementing the registry in 2027.
Are federal corporations subject to different rules?
Yes. Corporations governed by the Canada Business Corporations Act have been required to file ISC information with Corporations Canada since January 22, 2024, subject to applicable exemptions. Some of that information is publicly accessible.
How often must an Ontario corporation update its ISC information?
The corporation must take reasonable steps to ensure the information is accurate, complete, and current at least once during each financial year. Changes that the corporation becomes aware of must generally be recorded within 15 days.
Speak With a Mississauga Corporate Lawyer About Beneficial Ownership Compliance
Beneficial ownership requirements are no longer simply a proposed change to Ontario corporate law. Ontario private corporations have been required to maintain an ISC register since January 1, 2023, and the province is now working toward a broader beneficial ownership registry targeted for implementation in 2027.
For business owners, keeping corporate ownership records accurate and up to date is an important part of maintaining corporate compliance.
Our corporate lawyers assist businesses with corporate law matters, corporate records, ownership structures, and regulatory compliance. Our team can help you understand your obligations under Ontario corporate legislation and prepare for changes to beneficial ownership requirements.
