What is a register of individuals with significant control?

Who counts as an individual with significant control?

Under section 2.1 of the CBCA, an individual with significant control is a person who holds, beneficially owns or controls a “significant number of shares”, meaning shares carrying 25% or more of the votes, or 25% or more of the value of all outstanding shares. It also includes anyone with direct or indirect influence that would result in control in fact. Ontario’s Business Corporations Act uses the same approach in section 140.2.

The test looks through companies and trusts to the people behind them. If a founder holds shares through a holding company, the founder goes on the register, not just the holding company. Shareholders acting together, for example under a voting agreement, can also be counted together.

What does the register record?

For each individual, section 21.1 of the CBCA requires:

• name, date of birth and residential address, and an address for service if provided;
• citizenship and jurisdiction of residence for tax purposes;
• the date they became, or stopped being, an individual with significant control;
• how they have significant control, including a description of their shares or rights;
• the steps the corporation took to identify them and keep the register up to date.

Ontario’s register, under section 140.2(1) of the OBCA, records similar information, but not citizenship.

How is Ontario different from federal?

	Ontario corporation	Federal corporation
Keep a register	Yes, since January 1, 2023	Yes
File with the government	Not currently	Yes, with each annual return and within 15 days of a change
Public access	No public registry	Some information is public through Corporations Canada
Where kept	Registered office or another place in Ontario	Registered office or another place in Canada

Corporations Canada began requiring federal corporations to file this information on January 22, 2024. Ontario keeps its register private for now, though authorities such as police and tax authorities can request it under section 140.3 of the OBCA. A 2025 amendment to Ontario’s Corporations Information Act (section 6.1) allows a filing requirement to be set by regulation, but it isn’t in force yet.

When does it need to be updated?

Federal corporations must take reasonable steps to confirm the register is accurate at least once each financial year, and record new information within 15 days of learning it. Ontario corporations have the same annual and 15-day duties under section 140.2(3) and (4) of the OBCA. Practically, update it whenever shares are issued or transferred, a SAFE converts, or a founder sets up a holding company.

What if a startup has no one at 25%?

That’s common after a few rounds. If no individual meets the test, the register should still exist and record the steps taken to find out. Founders with 25% or more of the votes or value are almost always on it at the start.

Why does it matter for founders?

Missing or stale registers are a frequent due diligence gap, and there are penalties for corporations and for directors who knowingly fail to comply. It also keeps the minute book consistent with the cap table.

Our incorporation package sets up the register as part of the minute book. See fees.

This guide is general information about Ontario and Canadian law, not legal advice for your situation. To check your company’s registers, book a free 15-minute consult.