Securities register requirements for an Ontario (OBCA) corporation

OBCA s. 141 securities register

Section 141 of the OBCA requires every Ontario corporation to prepare and maintain a securities register at the registered office showing, for each class of securities the corporation has issued:

• The names alphabetically arranged and the addresses of holders
• The number of securities held by each
• The date and particulars of the issue and transfer of each security
• The amount paid up on each security (where applicable)

The register may be in electronic form. Section 141(2) requires that the corporation keep the securities register for shares separate from the registers for other securities, where the corporation has issued multiple classes.

Inspection under s. 144

Shareholders, beneficial owners, and creditors of the Ontario corporation may examine the securities register during the corporation's usual business hours. They may take extracts free of charge and obtain copies on payment of a reasonable fee. The right is statutory and does not require demonstration of purpose, similar to the CBCA approach.

Shareholder list under s. 145

OBCA s. 145 provides a distinct mechanism: any person (not just shareholders or creditors) may apply to the corporation for a list of shareholders, on payment of a reasonable fee and a sworn statutory declaration that the list will be used in connection with the affairs of the corporation. The list must be provided within 10 days of the request. Use of the list for unrelated purposes (e.g. marketing to shareholders) is an offence.

This s. 145 mechanism is sometimes used by activist investors, plaintiffs in derivative litigation, or potential acquirers seeking direct contact with shareholders.

ISC register under s. 140.1

Since 2023, Ontario private corporations (other than offering corporations) must maintain a register of Individuals with Significant Control (ISC) under s. 140.1. The register identifies natural persons with significant control over the corporation, generally those holding 25% or more of voting rights or shares, directly or indirectly, or with the right to elect or remove a majority of directors.

The ISC register is maintained internally and is required to be made available to law enforcement and tax authorities on request. Unlike the CBCA ISC register, Ontario does not currently require the ISC information to be filed with the registry; it is internal-only. This may change as transparency regulations evolve.