The ISC Register: Canada's Beneficial Ownership Rules Explained
Every corporation incorporated under the Canada Business Corporations Act (CBCA) must maintain a register of individuals with significant control — commonly called the ISC register — and since January 2024, most CBCA corporations must also file that beneficial ownership information with Corporations Canada, where much of it appears in a public registry. Ontario corporations have a parallel obligation under the OBCA to maintain a transparency register at their registered office.
If your corporation was set up before these rules arrived, there is a good chance your minute book has no ISC register at all. That is a compliance gap worth closing now, not the week before a bank review or a share sale.
Who Counts as an Individual with Significant Control?
An individual has "significant control" over a corporation if they:
- Own, control, or direct 25% or more of the voting shares, or shares worth 25% or more of the fair market value of all outstanding shares;
- Have direct or indirect influence that, if exercised, would amount to control in fact of the corporation; or
- Meet either test jointly with others — for example, a group of related shareholders who together hold 25% and have an agreement to vote together.
The register looks through holding structures to the human beings at the top. If your operating company is owned by a holding company, the individuals who ultimately control the holdco are typically the ones who belong on the operating company's ISC register.
What the Register Must Contain
For each individual with significant control, the register must record:
| Field | Detail |
|---|---|
| Full legal name | As it appears on government ID |
| Date of birth | Day, month, year |
| Address for service / residential address | Residential is required; address for service may be shown publicly instead |
| Jurisdiction of tax residence | e.g., "Canada (Ontario)" |
| Date control began / ceased | The day the individual became or stopped being an ISC |
| Description of significant control | How the tests are met — e.g., "holder of 100 Class A voting shares, being 100% of votes" |
The corporation must take reasonable steps at least once a year to confirm the information is accurate and complete, and update the register within 15 days of learning of a change.
Filing with Corporations Canada
Since January 22, 2024, CBCA corporations must file ISC information with Corporations Canada:
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- Within 15 days of any change recorded in the register; and
- On incorporation, amalgamation, or continuance.
Names, the year of birth, address for service (or residential address if none is provided), and the description of control are publicly searchable on the Corporations Canada website. Penalties for non-compliance were raised sharply with these amendments — directors and officers who knowingly authorize false or misleading filings face fines of up to $1 million and imprisonment of up to five years.
Ontario's Transparency Register
Ontario private corporations have been required to maintain a register of individuals with significant control under the OBCA since January 1, 2023. The tests mirror the federal ones, but with a key difference: the Ontario register is kept at the registered office, not filed with the government. It must be produced on request to law enforcement, tax authorities, and certain regulators.
British Columbia and several other provinces maintain similar transparency register requirements, and the rules continue to evolve province by province — check your home registry's current guidance.
Frequently Asked Questions
Does a corporation with one owner really need an ISC register?
Yes. Even when the answer is obvious — one person owns 100% of the shares — the CBCA requires a register that names that person, records their date of birth, tax residence, and the date their control began, and describes how the control test is met. "Obvious" is not an exemption.
Are any corporations exempt?
Reporting issuers and corporations listed on a designated stock exchange are exempt from the ISC register requirement, along with certain Crown corporations. Virtually all private CBCA corporations must comply.
What happens if I just don't file?
Corporations Canada can refuse to issue a certificate of compliance, the corporation can face administrative dissolution, and the 2024 amendments introduced penalties of up to $1 million and five years' imprisonment for individuals who knowingly contravene the filing rules. Lenders and buyers also now routinely ask for the ISC register during diligence.
Where should the ISC register live?
In your minute book, alongside your registers of directors, officers, and shareholders. It is a corporate record like any other — the difference is that the federal version must also be filed with Corporations Canada.
How MinuteKeep Helps
MinuteKeep generates an ISC register as a standard section of every CBCA and Ontario minute book, built from the shareholder information you already entered — so the register exists, is formatted correctly, and stays consistent with your register of shareholders. When your shareholdings change, regenerate and the ISC register updates with them.
Generate your minute book with MinuteKeep — the first resolution is free.
This article is general information, not legal advice. For advice on your corporation's beneficial ownership obligations, consult a lawyer.