On December 10, 2016, the Forfeited Corporate Property Act, 2015 (“FCPA”) came into force. This Act also amended the Ontario Business Corporations Act ("OBCA") and the Corporations Act ("OCA"), and imposed new reporting requirement for every corporation incorporated in Ontario.
By December 10, 2018, all Ontario corporations incorporated under the OBCA and the OCA must be in compliance with these reporting requirements.
The Reporting Requirement
The requirements impose that a Corporation must maintain an updated register of the Corporation’s ownership interests in land at its registered office. It is not completely clear what an ownership interest in land means for purposes of this legislation but it is very broad and likely includes every direct or beneficial interest as well as every leasehold and tenancy in real estate owned or held by the Corporation. A corporation's "registered office" may be its head office, its law firm, or an office designated as its registered office.
The register must identify each ownership interest in land owned by the Corporation and show the date of acquisition and disposal, if applicable. In addition, the Corporation must keep the following additional documentation with the new register, which must be updated and maintained going forward:
- a copy of any deeds
- transfers or similar documents that contain the municipal address
- the registry or land titles division
- the property identifier number
- the legal description, and
- the assessment roll number, if any.
Fines for Failure to Comply
Failure to maintain the register without reasonable cause is an offence under both the OBCA and OCA. Corporations can be fined up to $25,000 for failing to comply. Directors and/or officers can be liable for up to $2,000 each and may also be subject to imprisonment for up to one year.
Please consult your legal advisor or any member of our Business Law Group for more information.
Photo courtesy of iStock Photo