Country-specific guidance Current

Canada beneficial ownership registry requirements for company clients

Who counts as an individual with significant control, and what your client needs to record about them.

Since January 2024, federally incorporated companies must file beneficial ownership information with Corporations Canada. This guide sets out what that requires. It is general information, not legal or compliance advice.

Action plan

1 Know the 25% threshold, and that control without shares still counts Significant control isn't only about share ownership -- de facto control counts too.

Corporations Canada's guidance defines an individual with significant control (ISC) as someone who owns, controls, or directs 25% or more of a corporation's shares, by votes or by fair market value, individually or jointly or in concert with others. It also includes anyone with direct or indirect influence that, if exercised, would result in de facto control of the corporation, even without meeting the 25% shareholding test.

  • Check the 25% threshold against both voting shares and fair market value of shares
  • Include individuals acting jointly or in concert with others toward the 25% threshold
  • Separately assess de facto control, which can apply without any shareholding at all

Done when: Every individual meeting the 25% threshold or exercising de facto control has been identified for the client's ISC register

Corporations Canada: individuals with significant control
2 Capture the specific fields the ISC register must hold The register needs more than a name -- it's a defined set of identity and control details.

Corporations Canada's guidance sets out what the register must record for each individual with significant control: their full legal name, date of birth, country of citizenship, country of tax residency, residential address and address for service, the date they became (and, if applicable, ceased to be) an ISC, a description of their significant control, and the steps taken to keep the information up to date.

  • Record full legal name, date of birth, citizenship, and tax residency
  • Record residential address, address for service, and the relevant dates of becoming or ceasing to be an ISC
  • Record a description of the individual's significant control and the steps taken to keep it current

Done when: The client's ISC register contains every field Corporations Canada's guidance requires

3 Update the register at least yearly, and within 15 days of a known change Two separate clocks apply: an annual check, and a fast one triggered by any specific change.

Corporations Canada's guidance requires the register to be updated at least once a year, and separately within 15 days of the corporation becoming informed of any change affecting it. Track both clocks independently rather than treating the annual review as covering a change that happened earlier in the year.

  • Run at least one full annual review of the ISC register
  • Update the register within 15 days of becoming informed of any relevant change
  • Don't treat the annual review as a substitute for the 15-day change-triggered update

Done when: The register was updated within 15 days of the most recent known change and at least once in the past year