Register of individuals with significant control (ISC)
Any information provided by Corporations Canada about the Register of individuals with significant control (ISC Register) is not intended to be a substitute for legal advice. Corporations are encouraged to seek professional advice to ensure that their particular needs and circumstances are properly met.
Getting ready for June 2019
As of June 13, 2019, all Canada Business Corporations Act (CBCA) corporations ― except some distributing corporations ― will be required to create and maintain a new type of register. This is in addition to the registers corporations maintain for shareholders and directors.
The objective of the Register of individuals with significant control, or ISC Register, is to provide greater transparency over who owns and controls a corporation, and to help law enforcement agencies expose activities like money laundering and tax evasion.
Defining 'individual with significant control'
An individual with significant control, or ISC, is an individual who
- owns a significant number of shares
- controls or directs a significant number of shares
- has significant influence over the corporation without necessarily owning a significant number of shares, or
- has a combination of any of these factors.
A significant number of shares is
- 25% of the voting shares, or
- 25% of all the shares based on the fair market value of the shares.
An individual can also be an ISC if this individual owns or controls a significant number of shares with one or more other individuals. While each of these individuals may not be an ISC on their own, together they become ISCs when they own or control shares. The corporation will need to record each individual, as each is an ISC, in the ISC Register.
What is an ISC Register?
An ISC Register is a document (for example, a logbook, database or spreadsheet) that contains information about the individuals who have significant control over the corporation.
The ISC Register must include the following information about each individual:
- date of birth
- last known address
- jurisdiction for tax purposes
- date on which the individual acquired significant ownership or control
- date on which the individual ceased to have significant ownership or control
- description of how the individual meets the definition of significant control
The corporation must keep this register at the corporation's registered office with all other corporate records. See our ISC Register model template.
What a corporation needs to do
Identify the individuals with significant control over the corporation and confirm their information
Corporations must identify ISCs for the corporation. This includes contacting all shareholders and asking them if they own the shares directly or if they are holding them on behalf of someone else.
Shareholders have an obligation to provide accurate and complete information in response to any request from the corporation about the ISC Register. Once shareholders receive a request from the corporation, they are expected to respond as soon as possible.
Record the individuals' information in the ISC Register
Using the information provided by shareholders, the corporation can identify ISCs and record their information in the ISC Register.
Update the ISC Register regularly
Corporations need to update the ISC Register at least once a year. This involves taking reasonable steps to find out:
- if any of the information contained in the ISC Register has changed, and
- if new individuals need to be added.
If during the year, the corporation becomes aware of a change affecting the ISC Register, through means other than the annual shareholder update, the corporation needs to record the change within 15 days of becoming aware of the new information.
Access to the ISC Register
The corporation has to disclose the ISC Register information to:
- shareholders and creditors of the corporation, upon application and following proper procedures
- Corporations Canada, upon request.
Corporations are not required to disclose to the public the information contained in the ISC Register or to send this information to Corporations Canada.
Choosing not to create or maintain an ISC Register
If a corporation, its directors, officers or shareholders, fail to meet the obligations for the ISC Register, they could be subject to penalties, including fines and imprisonment.
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