Recent developments under the Ontario Business Corporations Act (OBCA) and the Canada Business Corporations Act (CBCA) continue to refine the framework governing corporate transparency, record-keeping and director oversight. While the core structure of both statutes remains consistent, incremental changes and evolving expectations are placing greater emphasis on the maintenance and accessibility of corporate records.
Corporate records and registers
Corporations incorporated under the OBCA and CBCA are required to maintain prescribed corporate records at their registered office or another designated location. These records typically include articles, by-laws, resolutions, minutes of meetings, and statutory registers, including registers of directors, officers and shareholders.
Recent developments have reinforced the expectation that these records are not only maintained, but kept current and readily accessible. In practice, this requires ongoing administrative attention rather than periodic updates. Deficiencies in record-keeping are increasingly being identified in the context of transactions, financings and regulatory reviews.
Beneficial ownership and transparency
A continued area of focus is beneficial ownership transparency. Both federal and provincial regimes have introduced or expanded requirements relating to the identification and recording of individuals with significant control over a corporation.
Under the CBCA, corporations are required to maintain a register of individuals with significant control (ISC register), including prescribed information relating to ownership interests and control. Ontario has implemented similar requirements under the OBCA, aligning with broader policy objectives relating to corporate transparency and anti-money laundering initiatives.
These requirements introduce additional administrative obligations, including the need to take reasonable steps to identify individuals with significant control and to update records on an ongoing basis.
Director and officer obligations
Directors and officers remain subject to statutory duties to act honestly and in good faith with a view to the best interests of the corporation, and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
While these duties are well established, there is an increased practical focus on governance processes supporting these obligations. This includes the proper documentation of decisions through resolutions and minutes, as well as the maintenance of clear records evidencing oversight and approval.
Annual maintenance and filings
Corporations under both statutes are subject to recurring filing obligations, including annual returns and the updating of corporate information. Failure to comply with these requirements can result in administrative dissolution or other regulatory consequences.
In practice, maintaining compliance requires tracking multiple obligations across jurisdictions and ensuring filings are made within prescribed timeframes. This is particularly relevant for corporate groups operating across both federal and provincial regimes.
Practical considerations
The cumulative effect of these developments is an increased emphasis on consistency and discipline in corporate administration. Corporations are expected to maintain accurate and up-to-date records, implement processes for identifying and documenting beneficial ownership, and ensure that governance actions are properly recorded.
For multi-entity structures, this requires coordination across entities and jurisdictions, with a focus on standardization and visibility over obligations.
Discuss your requirements
If you require support with corporate governance, record maintenance or ongoing compliance, you can contact us to discuss your requirements.
