CORPORATE REGISTER OF OWNED REAL ESTATE

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The Province of Ontario, requires that Ontario corporations[1] keep an up-to-date register of the corporation’s ownership interests in Ontario land[2].  The register must be kept in Ontario at the corporation’s registered or other place designated by the directors.[3] 

What’s an “ownership interest in land”?  It’s not defined.  It includes registered ownership interests as well as beneficial ownership interests.  For example, if land is registered in the name of a nominee or trustee as owner for the true owner (the “beneficial owner”), then the land must be recorded on the register of:  the nominee (or trustee) and the beneficial owner.

The register, as with other corporate records, may be kept in in a bound or loose-leaf form or in electronic form[4].

What needs to be set out in the register?  The register must:

(a) identify each property; and

(b) show the date the corporation acquired the property and, if applicable, the date the corporation disposed of it.

What document back-up is required?  The corporation must keep with the register a copy of any transfers or similar documents that set out any of the following information for each property:

  1. The municipal address;
  2. The registry or land titles division and the property identifier number;
  3. The legal description; or
  4. The assessment roll number.

A transfer/deed in the form currently used in Ontario will usually contain all of this information.

Despite the 2-year grace period, existing corporations should start now to set up the register because it may take time to gather the required information and documents, especially for properties bought years ago.

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[1] Corporations incorporated under the Ontario Business Corporations Act (the “OBCA”).

[2] The requirements are generally found in the OBCA, s. 140 (4) and (5) and s. 140.1.

[3] This new requirement arose in the context of the Province’s new legislation about land owned by a corporation that is dissolved.  Such land becomes forfeited to and owned by the Province.  This is not new.  What’s new is the details on how the Province may deal with such forfeited land.  The real estate register, among other things, will help the Province identify what land the dissolved corporation owned.

[4] S. 276(1) of OBCA.

This update is intended as a summary only and should not be regarded or relied upon as advice to any specific client or regarding any specific situation.