December 2016 Amendments to the Business Corporations Act (Ontario) – Part 1

On December 10, 2016, Bill 144, the Budget Measures Act, 2015, came into force.  In so doing, Bill 144 enacted the Forfeited Corporate Property Act, 2015 (the “FCPA”) which amended the Business Corporations Act (Ontario) (the “OBCA”) in several ways.

Notably, newly-introduced section 140.1 of the OBCA requires that an Ontario corporation maintain, at its registered office, a register of its ownership interests in land in Ontario; “ownership interest” is not defined in these amendments and therefore may refer to either legal or beneficial ownership.  Per section 140.1(2), this register must accurately:

1. Identify each property in which the corporation maintains an interest; and

2. Indicate the date of acquisition and, if applicable, the date of disposition of any such properties.

Section 140.1(3) states that the corporation must keep, along with the above-noted register, a copy of any deeds, transfers, or similar documents that contain any of the following information in respect of properties listed therein:

1. The municipal address, if any;

2. The registry or land titles division and the Property Identifier Number (the “PIN”);

3. The legal description;

4. The assessment roll number, if any.

Sections 140(4) and (5) of the OBCA indicate that these new obligations will apply,

1. As of December 10, 2016 to all corporations that are incorporated or continued under the OBCA on or after December 10, 2016; and

2. As of December 10, 2018 (i.e. two years after the amendments came into force) to all corporations that were incorporated or continued under the OBCA before December 10, 2016.

In other words, the new obligations apply immediately to any corporations incorporated after the amendments came into force, but corporations in existence prior to the amendments have a two-year grace period to come into compliance.

The amendments also affect the provisions concerning forfeited corporate property on revival of a dissolved corporation.  Sections 241(10) and (11) of the OBCA now indicate that a corporation dissolved under subsection 241(4) can only recover property that was forfeited to the Crown if it is revived within three years of dissolution or of the coming into force of the FCPA, as the case may be. More to come on this topic in a future blog post.  In the meantime, for more information regarding corporate record keeping, please see my previous blog post, Spending a Minute on Minute Books.

The author would like to thank Garrett Horrocks for his contribution to this blog.