Beneficial Ownership Compliance: The Ontario ISC Register and the New Federal Public Registry

Over the past few years, Canadian governments — provincial and federal — have moved to require private corporations to identify the real people who ultimately own or control them, not just the corporate entities or nominees that appear on a share register. This is beneficial ownership transparency, and it now applies in two overlapping ways to a typical Ontario business: a record you must keep under Ontario's Business Corporations Act (OBCA), and, if your corporation is federally incorporated, information you must actively file with Corporations Canada, some of which is now visible to the public.

Our corporate compliance checklist touches on this requirement as one item among many in a corporation's annual obligations. This article goes deeper on that one item specifically, because the federal side of it changed in a way that most owner-operators have not caught up with: a portion of the ownership information federally incorporated corporations must report is now searchable by the public, and Ontario has signalled it intends to move in the same direction for its own corporations.

Both the Ontario and federal regimes turn on the same core concept, with some differences in detail. An individual with significant control (ISC) is generally a person who:

• Owns, controls, or directs 25% or more of the corporation's voting shares, or shares representing 25% or more of the fair market value of all outstanding shares — whether that interest is held directly, indirectly, or jointly with other individuals; or
• Has direct or indirect influence that, if exercised, would result in control in fact of the corporation, even without meeting the 25% threshold.

A corporation can have more than one ISC, and a group of individuals acting together can each qualify as an ISC of the group's combined holding even where no single person crosses 25% alone. Determining who actually meets this definition is not always obvious — family holding structures, trusts, and layered corporate ownership can all make the analysis more involved than it first appears, which is exactly why the exercise deserves real attention rather than a box-ticking guess.

Since January 1, 2023, private corporations incorporated or continued under the OBCA have been required to identify their individuals with significant control and keep a register recording, for each one: their name, date of birth, and last known address; their jurisdiction of residence for tax purposes; the date they became (and, if applicable, ceased to be) an ISC; and a description of how they hold significant control, including the specific rights and interests they hold in the corporation's shares. The register must also record the steps the corporation has taken to keep the information accurate, and must be reviewed at least once during each financial year, with any newly discovered changes recorded within a short window after the corporation becomes aware of them.

Critically, Ontario's register is not currently filed with a public registry — it is kept on file at the corporation's registered office (or wherever else its corporate records are maintained) and produced only when law enforcement, tax authorities, or specified regulators request it. Public corporations and wholly owned subsidiaries of public corporations are exempt, but the great majority of privately held Ontario corporations are not. If your corporation has never prepared this register, it is very likely offside today, regardless of how long it has otherwise been in good standing. Lamba Law's corporate law practice helps GTA business owners identify their ISCs correctly and build a register that will hold up to scrutiny.

Federally incorporated businesses face a materially different — and newer — obligation. Since January 22, 2024, corporations governed by the CBCA have been required to actively file their individuals-with-significant-control information with Corporations Canada, not merely keep it on file internally. Filing is triggered on incorporation, after an amalgamation or continuance, annually alongside the corporation's annual return, and within a short window of any change to the register.

The genuinely new fact most owner-operators have not caught up with is this: a portion of that filed information — including an ISC's name, the dates they held control, and a description of how they exercise it — is now accessible to the public through Corporations Canada's online search. A residential address is only shielded from public view if the corporation has also provided an address for service; otherwise, the information filed becomes part of a public record rather than a private compliance file. Corporations Canada has noted that the public database populates gradually as businesses file the information with their annual returns over time, so a federal corporation's most current filing — or its absence — is what actually shows up in a search, not a complete historical picture assembled all at once. A very narrow set of corporations, including reporting issuers and certain public and Crown corporations, are excluded from the filing requirement, but they still need to file to confirm the exclusion applies.

Ontario has not yet built a public-facing registry equivalent to the federal one — but it has told corporations to expect one. In its 2025 fall economic and fiscal update, the Ontario government confirmed it is proposing amendments to enable a Beneficial Ownership Registry for privately held corporations, targeted for implementation in 2027. The stated rationale mirrors the federal reasoning: currently, law enforcement, tax authorities, and regulators can only obtain a corporation's ISC information by requesting it directly from the corporation, which slows investigations; an online registry would let designated authorities access some or all of the filed information directly.

The details of exactly what will be publicly visible, and precisely when the registry goes live, remain subject to the final legislation and regulations Ontario has not yet finalized. But the direction of travel is clear, and it tracks what already happened federally: a register that once lived quietly in a corporation's own file cabinet is headed toward becoming a government-held, and at least partly public, record. Corporations that have never properly built their ISC register are better served preparing it correctly now than scrambling to reconstruct years of ownership history once a filing deadline is attached to it.

Both regimes back these requirements with real offence and penalty provisions, not just administrative reminders.

Under the OBCA, a corporation that fails, without reasonable cause, to comply with the transparency register requirements can face a fine. Directors, officers, or shareholders who knowingly authorize, permit, or acquiesce in a failure to comply, who record or provide false or misleading information, or who knowingly fail to respond to a proper request for ISC information, face substantially steeper personal fines and the possibility of imprisonment.

Under the CBCA, the stakes are higher again. A corporation that fails to deliver its ISC information to Corporations Canada as required can face a significant fine, and directors, officers, or shareholders who knowingly authorize a violation, or who knowingly provide or record false or misleading information, face fines that can run into seven figures, potential imprisonment, or both. Beyond the monetary exposure, persistent non-compliance can also affect a corporation's ability to obtain certificates of existence or compliance from the registry — documents routinely required for financings, sales, and other corporate transactions.

It is worth being direct about why this article exists alongside our broader corporate compliance checklist: that piece is a general annual-maintenance overview — resolutions, annual returns, CRA accounts, extra-provincial registration, and the transparency register as one line item among several. This article is the deep-dive on that one item specifically, because it has stopped being a static, low-visibility obligation. The federal register now has a public-facing component with real filing deadlines tied to your annual return, and Ontario has publicly committed to following suit within the next few years.

If you already work through the general annual checklist each year, treat the ISC register as the item on that list that now deserves its own dedicated review — not because the underlying 25%-control analysis has changed, but because who can see the results of that analysis, and how often you need to actively report it, has.

A practical approach for most privately held Ontario corporations, whether OBCA or CBCA, looks like this:

1. 1.Identify every individual who meets the 25%-ownership or control-in-fact test, including indirect and jointly held interests.
2. 2.Prepare or update the register with the full information each statute requires, and document the steps taken to verify it.
3. 3.If federally incorporated, confirm your CBCA filings with Corporations Canada are current — including the annual filing tied to your annual return — and understand what information about your ISCs is now visible in a public search.
4. 4.If Ontario-incorporated, keep the register with your corporate records and be ready to produce it on a proper request from law enforcement, tax, or regulatory authorities, while watching for the rules that will accompany the province's proposed 2027 registry.
5. 5.Review the register at least annually, and update it promptly whenever ownership or control changes — a share issuance, a transfer, a new shareholders' agreement, or a change in who actually calls the shots.

At Lamba Law, we help GTA business owners build ISC registers that are accurate the first time, keep federal filings current, and stay ahead of Ontario's move toward a public registry rather than reacting to it after the fact. This article is general information, not legal advice — your corporation's specific ISC analysis and filing obligations should be confirmed with counsel.