New Record Keeping Requirements for Ontario Corporations that own Land

Effective December 10, 2016, Ontario corporations that hold legal or beneficial interests in land that is located in Ontario, must prepare and maintain a register of these ownership interests pursuant to new record-keeping requirements under the Ontario Business Corporations Act (OBCA).

So what does this mean for an Ontario corporate land owner who currently holds any ownership interest in Ontario real property? It means that you have two years from December 10, 2016 to ensure that you have a real property register in place that sets out specific information about each ownership interest.

If you’re wondering why this has to be done, the answer is that these changes are an attempt by the government to reduce the amount of corporate property that may be forfeited to the government when Ontario corporations dissolve and leave residual corporate property. Whether or not these changes will achieve the government’s objective is yet to be seen, but unfortunately for Ontario corporate land owners, it does impose some rather onerous record-keeping requirements.

Failure to comply with these new requirements may result in a fine to the Corporation of not more than $25,000.00, so the government is serious about this. Furthermore, if a Corporation is found guilty, every director or officer who authorized, permitted or acquiesced in the offence is also liable to a fine of not more than $2,000.00 and/or imprisonment for a term of not more than one year.

At our firm, we prepare Annual Corporate Resolutions for a flat fee (currently $ 275.00 per year) which includes a phone call with a lawyer to discuss changes in the law (such as this one) and to ensure you’re compliant.

Please feel free to contact us if you have any questions regarding these corporate legislative changes or if we can be of assistance.

Michelle Eames LL.B., LL.M