Legal Updates

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Update

Monday, December 12, 2016

Amendments to the Business Corporations Act (Ontario) (the “OBCA”), the Corporations Act (Ontario) (the “Corporations Act”) and the Not-for-Profit Corporations Act, 2010 (Ontario) (the “NFP Act”) (collectively, the “Amendments”) now require all Ontario corporations to keep a record of their ownership interests in land in Ontario. The Amendments are a result of the passing by the Ontario government of the Budget Measures Act, 2015 (Bill 144) (the “BMA”), which received Royal Assent on December 10, 2015. The BMA, which amends multiple statutes and enacts five new statutes including the Forfeited Corporate Property Act, 2015 (Ontario) (the “FCPA”), came into force on December 10, 2016.

The FCPA gives the Ontario government powers in respect of forfeited corporate property (including real property and interests in real property, and personal property and interests in personal property if such property is located in, on or under forfeited corporate real property) that has become the property of the Crown as a result of a corporation’s dissolution while still owning such property. In a backgrounder issued on November 18, 2015, the Ontario Ministry of Finance outlined that the FCPA is designed to:

  • mitigate risk to Ontario taxpayers that may arise when corporate property forfeits to and becomes Crown property after a corporation is dissolved;
  • reduce the number of corporate properties that forfeit to the Crown;
  • increase corporate accountability for costs associated with forfeited corporate property;
  • increase transparency and certainty in the management and disposition of forfeited corporate property; and
  • return forfeited property to productive use as quickly and efficiently as possible.

Sections 44, 47 and 55 of the FCPA set out the Amendments to be made to each of the OBCA, the Corporations Act and the NFP Act, which also came into force on December 10, 2016.  The Amendments require Ontario corporations to comply with the following:

  1. a corporation must prepare and maintain at its registered office a register of its ownership interests in land in Ontario (the “Register”);
  2. the Register must (i) identify each property, (ii) show the date the corporation acquired the property and, (iii) if applicable, show the date the corporation disposed of a property; and
  3. copies of any deeds, transfers or similar documents that contain any of the following information with respect to the property must be kept with the Register:

(a)    the municipal address, if any;

(b)   the registry or land titles division and property identifier number;

(c)    the legal description; and

(d)   the assessment roll number, if any.

 The transition provisions in the Amendments provide that: (i) corporations incorporated or continued (including by way of amalgamation) in Ontario prior to December 10, 2016 will have until December 10, 2018 to comply with the new requirements; and (ii) corporations incorporated or continued in Ontario on or after December 10, 2016 will have to comply immediately as of the date of their incorporation.

Conclusion

As a result of the FCPA and the Amendments, corporations should prepare a register of their ownership interests in land and collect copies of supporting documents to be kept with the Register at their registered offices.

Should you have any questions or require assistance with complying with the new requirements, please contact Rory Cattanach, Daniel Shapira or Alison Sinclair.

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.

Download a PDF copy of this update here.