Make a List and Check it Twice: New Record Keeping Requirements for Ontario Corporations

Real Estate & Development

01/12/2017

December 10th, 2016, marked a major change for business administration in Ontario and the provincial government’s treatment of corporate property. These changes have been implemented to better manage the real property owned by Ontario corporations, particularly when the real property is forfeited to the Crown. Some of these changes were discussed in our article on the new Forfeited Corporate Property Act, 2015, found here. An equally important change that also took effect is the new requirement for corporations incorporated under the Business Corporations Act (OBCA) or the Corporations Act (CA) to keep an updated register of its ownership interests in real property.

Real Property registers must list both legal or registered interests and beneficial interests in real property, as well as the dates of their acquisition and disposal. Supporting documents must accompany the register, including copies of the deed or transfer, and any other documents that identify:

a)  the municipal address; 

b)  the registry or land titles division and property identifier number; 

c)  the legal description; and 

d)  the tax assessment roll number.

Both the register and the supporting documents are to be kept at the corporation’s registered address and to be made available for examination by authorized parties. An electronic copy of the register and supporting documents may be maintained and must be made available by the corporation upon request of any person lawfully entitled to review the register.

A grace period of two (2) years is currently in effect for existing corporations to establish their real property register and to organize the proper supporting documents. However, all corporations created after December 10th, 2016, must immediately begin abiding by these new obligations. Failure to maintain such a register will constitute an offence under the OBCA or CA and may be subject to penalties, which could include fines being assessed against non-complying corporations and their directors and officers.

For further information regarding this matter, please contact Jonathan Freeman, Kwaku Tabi or any other members of the Real Estate & Development Group.