On November 4, 2021, the Ontario government introduced Bill 43, the Build Ontario Act (Budget  Measures), 2021, which, among other things, proposed to amend the Business Corporations Act (the "Act") to add new record-keeping requirements for certain businesses incorporated  under the Act. On December 9, 2021, Bill 43 received Royal Assent, and the expected date for the  amendments to come into force is January 1, 2023.

The New Requirements

The incoming amendments will require each private corporation incorporated under the Act (other  than those corporations that are wholly-owned subsidiaries of publicly traded corporations) to  prepare and maintain a register of individuals with significant control over such corporations.

The Act defines an "individual with significant control over a corporation" as an individual who:

(a) is the registered or beneficial owner of, or has direct or indirect control or direction over:

i. any number of shares that carry 25% or more of the voting rights attached to all of the corporation's outstanding voting shares; or

ii. any number of shares equal to 25% or more of all of the corporation's outstanding shares measured by fair market value.

(b) has any direct or indirect influence that, if exercised, would result in control in fact of the  corporation; or

(c) is an individual to whom prescribed circumstances apply.

Legislative Update:  New Disclosure Requirements Under The  Ontario Business Corporations Act

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