Staying Ahead of Corporate Regulatory Changes in Ontario
By: Jordan Morelli & Devon Molloy
The days of simply incorporating your veterinary professional corporation and setting it aside are over. New compliance obligations introduced in recent years in Ontario mean that corporate maintenance now requires ongoing attention. This article outlines the key developments veterinary professionals should be aware of and how to stay compliant.
Real Property Register (2018)
In 2018, the first of a series of disclosure-related amendments to the Business Corporations Act (Ontario) introduced the requirement that all Ontario corporations with ownership interests in land maintain a real property register at their registered offices. The real property register must:
- Identify each property;
- List its date of acquisition;
- Include the municipal address;
- State the registry or land titles division and property identifier number (PIN);
- Provide the legal description;
- Provide the assessment roll number, if any; and
- If applicable, include its date of disposition.
Annual Return Filing (2021)
The annual return, often confused with annual shareholder and director resolutions, is a separate mandatory filing that updates publicly available corporate information.
As of 2021, this return is no longer filed as a schedule to your tax return. The onus has shifted to your lawyer to submit via the Ontario Business Registry. We note that some (a small few) accounting firms continue this process—albeit through the registry—and suggest confirming with your advisors how it is being completed.
Individuals with Significant Control Register (2023)
A final, and perhaps the most material change, was introduced in 2023 with the requirement for all private Ontario corporations to maintain an Individuals with Significant Control (ISC) Register. Effective January 2023, all privately held Ontario corporations—including veterinary professional corporations—must maintain a register identifying individuals who have significant control over the corporation.
An “individual with significant control” includes anyone who:
- Owns, controls, or directs:
- 25% or more of the voting shares of the corporation; or
- Shares that are worth 25% or more of the fair market value of all outstanding shares of the corporation;
- Has direct or indirect influence over the corporation without owning at least 25% of the shares; or
- Owns or controls a significant number of shares jointly with other people.
The ISC Register must be updated:
- At least once a year; or
- Within 15 days of the corporation becoming aware of a change to any relevant information.
While not publicly disclosed, the ISC Register must be provided to law enforcement, tax authorities, and certain regulators upon request.
What This Means for Veterinary Professional Corporations