Own land in an Ontario corporation? Learn the new rules that apply

If an Ontario corporation owns land in Ontario, it is now required to prepare and maintain registers of ownership interests in the land at it’s registered office. The register must identify each property and state the date of acquisition of the property and the date of its disposal (if applicable).

The rules affect all entities that are incorporated in Ontario. An Ontario corporation will have to be delinquent in complying with this new rule that came into effect through amendments to the Ontario Business Corporations Act (“OBCA”) in late 2016, may be subject to a maximum fine of $25,000. Directors and officers of the corporation may have personal liability as well. Along with this new register, the OBCA states that the corporation also needs to keep copies of any deeds, transfers or similar documents that contain any of the following:

1. The municipal address (if any)
2. The Registry or Land Titles Division and the Property Identifier Number
3. The legal description
4. The assessment roll number (if any)

This provision has been in effect since December 10, 2016, with a two-year grace period for existing OBCA corporations that were in existence prior to December 10, 2016. The deadline to be compliant for such entities is December 10, 2018.

While other records and registers can be kept at any place in Ontario designated by the directors, the new requirements for land registries do not allow the directors to designate a location other than the corporation’s registered office.

The amendment does not specify if the new requirement applies to beneficial owners – who have rights to all income and decisions pertaining to the property, or nominee title owners – that simply hold the title for the beneficial owner. As the type of owner is not specified in the amendment, land registered in the name of a nominee title holder will be required to be listed on the land register for the nominee title holder as well as the land register for each beneficial land owner that is an OBCA corporation.

For more information, contact your Zeifmans advisor or David Posner at dp@zeifmans.ca or 416.256.4000.