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Real Property Record Keeping Obligations for Ontario Corporations

Real Property Record Keeping

Recent amendments enacted by the Forfeited Corporate Property Act, 2015 (Ontario) (the “FCPA”) require Ontario corporations to maintain certain records concerning their ownership interests in land in Ontario.

The FCPA came into force on December 10, 2016 and enacted certain amendments to the Business Corporations Act (Ontario) and the Corporations Act (Ontario) .  The FCPA will also amend the Not-for-Profit Corporations Act, 2010 (Ontario) once such legislation comes into force.  The amendments require a corporation incorporated under such Acts to prepare and maintain a register of its “ownership interests” in real property located in Ontario.  The amendments do not apply to corporations not incorporated under such Acts regardless of whether such corporations hold Ontario real property.

The term “ownership interests” is not defined and it is not clear whether the obligation is limited to legal/registered interests in real property or whether a corporation must also include information with respect to real property in which the corporation holds a beneficial interest.  As a result, at this time it is recommended that corporations include real property located in Ontario in which they hold either a legal/registered interest or a beneficial interest.

Record Keeping Obligations

The register is required to be maintained at the corporation’s registered office or at such other place in Ontario designated by the directors of the corporation.  The register is required to identify each property and show the date on which the corporation acquired the property and, if applicable, the date of disposition.  In addition, the corporation is required to keep with such register a copy of any deeds, transfers or similar documents that contain any of the following with respect to each listed property:

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

Implementation and Transition

Corporations incorporated in Ontario on or after December 10, 2016 are required to comply immediately with these provisions immediately.  Corporations incorporated in Ontario prior to December 10, 2016 have two years (i.e., until December 10, 2018) to comply.  Non-compliance may result in fines or other penalties for the corporation and/or its directors or officers.

It is recommended that Ontario corporations take appropriate steps to assemble and maintain the information concerning Ontario real property required by the amendments enacted by the FCPA.

If you have any questions about your company’s real property record keeping obligations, please do not hesitate to contact us. We would be pleased to discuss the new legislation, and any other questions you may have regarding the above or any other matter.

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Peter Campbell, BDO Canada LLP