Ontario Corporate Land Registers are Coming December 10

Before I go to the main topic of today’s post, a little opportunity to rant.  There are two aspects to starting up your corporation: (a) incorporation and (b) organization.  Incorporation is simple.  You fill out the articles of incorporation, pay the applicable fee, have no issues with the Ministry and, congratulations, you have an existing corporation.  But this isn’t the entire picture.  Think of your corporation like the human body.  Incorporation is the equivalent of getting a skeleton.  But a skeleton without organs, muscles, tendons, skin, etc., is nothing more than a pile of bones that cannot do anything.  Organization is things like the issuance of shares, the election of directors, the appointment of officers, the passing of by-laws giving authority to the officers, the passing of various corporate resolutions, etc.  This is the equivalent of giving the skeleton organs and muscles and tendons and covering it all with skin and hair, etc.  The reason I mention this is because far too often I have clients who come in and I ask to see their corporate minute book and they look at my like I’ve just ask to see an aardvark – they have no idea what I’ve asked for or why I’ve asked for it.  And why is that?  Because they literally just paid a small amount for someone to incorporate them and they have never organized the company.

If you have organized your company and have a minute book, then you will be familiar with such things as the lists known as the shareholders register, the shareholders ledger, the directors register, the officers register, etc.  If these are not familiar to you, that likely means that you do not have a minute book – in which case there’s a problem – or you have a minute book but have not updated it since you incorporated – which is a different type of problem.

As of December 10, 2016, Ontario companies will have to keep a new type of register (that is, a new continually updated list).  This is a register of land ownership interests.  It would be best to keep this as part of the minute book.  The easiest situation will be if your company has no ownership interests – then the register should simply say “None” or “Nil”.  But what if your company does have an ownership interest in land?  In that situation, you will have to keep a register that sets out:

a) The municipal address of the land

b) The land registry where the property is registered and the “property identifier number” for the land;

c) The legal description of the land; and

d) The tax assessment roll number for the land.

Copies of any deeds, transfers or similar documents that include this information will also have to be kept with the register.  As such, you will have to keep available the information to show when your company acquired its ownership interest and when, if applicable, it sold its ownership interest.

You should also note that you will have to keep this information for each and every property that the company acquires an ownership interest in.

If your company does not own any land, then this is a very minor administrative matter that can be easily handled.  If your company does have any ownership interests in land, it is not a monumental administrative task (unless your company is a holding company with hundreds of properties that it owns), but you will want to ensure that your company is compliant with its new obligations as of December 10, 2016.

Not only something to think about, but something to look into and determine if you need to update your minute book.



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