Register of individuals with significant control
This guide explains who must be listed in the register of individuals with significant control, how the 25 percent test works, and the penalties for leaving someone out. We prepare and file your articles of incorporation for $35.00, HST included. The government fee is separate and charged at cost: $200.00 to Corporations Canada under the CBCA, or $300.00 to the Ontario Business Registry under the OBCA. Open Corporation for $35 is a department of Gondaliya CPA. A Chartered Professional Accountant reviews this guide against the federal and Ontario statutes before it is published, and again whenever either of them changes.
What the register is and who keeps one
The register of individuals with significant control lists the people who own or control a private corporation. It looks through holding companies and nominees to the individuals at the end of the chain.
Both statutes we file under require one. The Canada Business Corporations Act has required it since 13 June 2019, and the Business Corporations Act (Ontario) since 1 January 2023.
| Point | Federal (CBCA) | Ontario (OBCA) |
|---|---|---|
| Who keeps a register | Every private CBCA corporation | Every private OBCA corporation |
| In force since | 13 June 2019 | 1 January 2023 |
| Where it is kept | With the corporate records, in the minute book | With the corporate records, in the minute book |
| Sent to the registry | Yes, to Corporations Canada since 22 January 2024 | No |
| Publicly searchable | Part of it, through Corporations Canada | No, but authorities can demand it |
Corporations listed on a stock exchange report ownership under securities law instead. This guide covers the private corporations we incorporate.
How the 25 percent test works
An individual has significant control if they hold, own or control shares carrying 25 percent or more of the votes. The same applies to shares worth 25 percent or more of the corporation's fair market value.
The two tests run separately. Non-voting shares with a large share of the value can put someone on the register even though they cast no votes.
| Shareholder | Voting shares | Share of value | Listed |
|---|---|---|---|
| Owner A | 70 percent of the votes | 40 percent | Yes, on votes and value |
| Owner B | 30 percent of the votes | 20 percent | Yes, on votes |
| Spouse holding non-voting shares | No votes | 30 percent | Yes, on value |
| Adult child holding non-voting shares | No votes | 10 percent | No, below both thresholds |
The figures come from the share register and a fair market value estimate. Our guide to documents needed to incorporate covers how the share register is opened. Banks apply a similar 25 percent test, set out in our business bank account guide.
Control without holding 25 percent directly
The test counts shares held directly, held through another corporation, or held for someone by a nominee. It also counts shares held jointly or under an agreement to act together.
Influence counts on its own as well. An individual whose influence would result in control in fact is listed, whatever their shareholding.
| Situation | Who is listed |
|---|---|
| A holding company owns 100 percent of the shares | The individuals who own or control the holding company |
| Two siblings each hold 15 percent and vote together by agreement | Both siblings, because together they reach 30 percent |
| A trust holds 40 percent of the votes | The individuals who control the trust, such as the trustees |
| A nominee holds shares for someone else | The individual who owns them beneficially |
| A founder with 10 percent can appoint the whole board under an agreement | The founder, because that is control in fact |
We file your incorporation for $35.00, HST included
Government fee shown separately at cost. A CPA sets up your register of individuals with significant control with the minute book.
What the register must record
Each listed individual gets an entry with the same set of details under both statutes. The entry also records how the individual meets the test, not only that they do.
The register is reviewed at least once in each financial year. A change is entered within 15 days of the corporation becoming aware of it.
| Entry | What it holds |
|---|---|
| Identity | Full name, date of birth and latest known address |
| Tax residence | Each jurisdiction where the individual is resident for tax purposes |
| Dates | The day the individual became, and later ceased to be, an individual with significant control |
| How control is held | A description of the shares, the voting rights or the influence |
| Steps taken | Each step the corporation took to identify the individuals and keep the entry current |
A register that says nobody qualifies still needs its steps recorded. An empty register with no record of the inquiry does not show compliance.
Filing with Corporations Canada and the Ontario difference
A federal corporation sends its register information to Corporations Canada. It does so at incorporation, with each annual return, and within 15 days of any change to the register.
An Ontario corporation files nothing about the register with the Ontario Business Registry. The register stays in the minute book, available to police, tax authorities and regulators on request.
| Item | Amount | HST | Total | Who charges it |
|---|---|---|---|---|
| Our incorporation filing fee | $35.00 | Included | $35.00 | Open Corporation for $35 |
| Federal articles of incorporation | $200.00 | Not applicable | $200.00 | Corporations Canada |
| Ontario articles of incorporation | $300.00 | Not applicable | $300.00 | Ontario Business Registry |
| Federal filing of register information | Not confirmed, reviewer to verify on the official registry page | Not applicable | Not confirmed, reviewer to verify on the official registry page | Corporations Canada |
Our $35.00 fee includes HST and government fees are passed through at cost with no mark-up. These figures were last checked on 7 September 2026.
The penalties for not listing them
Both statutes fine the corporation and, separately, the people behind a breach. Directors and officers who knowingly allow a failure face personal fines larger than the corporation's.
The federal penalties rose on 22 January 2024. Shareholders who knowingly give the corporation false information about control face the same personal penalties as directors.
| Who | Federal (CBCA) maximum penalty | Ontario (OBCA) maximum penalty |
|---|---|---|
| The corporation | A fine of up to $100,000 | A fine of up to $5,000 |
| A director or officer who knowingly allows the failure | A fine of up to $1,000,000, imprisonment, or both | A fine of up to $200,000, up to six months in prison, or both |
| A shareholder who knowingly gives false information | A fine of up to $1,000,000, imprisonment, or both | A fine of up to $200,000, up to six months in prison, or both |
These penalty figures were last checked on 7 October 2026.
The personal penalties apply to the director or officer as an individual. They are separate from, and in addition to, any fine on the corporation.
What a CPA checks before the register is opened
This guide explains the rules. It cannot tell you who belongs on your register, because that depends on agreements and family arrangements no page can see.
The share structure is the first thing we look at. We test every class on votes and on value, because non-voting shares can still cross 25 percent of value.
Then the holding companies and trusts. We trace each one to the individuals who own or control it, and we record each step.
Then any agreements between shareholders. Two holders who vote together are tested as one, so a shareholder agreement can add names to the register.
Then the federal filing. A CBCA corporation sends its register information at incorporation, so the register is complete before the articles go in.
Last, the calendar. We diarize the annual review and the 15-day update rule. The parent firm sets out the same ground in its Gondaliya CPA resources library.
Frequently asked questions
These are the questions owners ask about the register. Each answer carries the figure, the statute or the registry that makes it true, so it can be read on its own.
Does my corporation need a register of individuals with significant control?
Who counts as an individual with significant control?
Do non-voting shares count toward the 25 percent test?
What information goes into the register?
When must the register be updated?
Is the register public?
What are the penalties for not keeping the register?
What does it cost to set up the register at incorporation?
Why owners trust the filing to us
Gondaliya CPA Professional Corporation is registered with CPA Ontario under firm registration number 61330051. Our clients have left us 1,300+ five-star Google reviews, and we work from 13 Ontario offices, open 9:00 AM to 8:30 PM, Monday to Sunday. We back every filing with a 30-day money-back guarantee and a 60-day fee-matching policy, and we are a Xero Partner Award Winner 2026. Open Corporation for $35 is a department of Gondaliya CPA.
Ready to incorporate
Send the intake form and we will confirm your jurisdiction, your share structure and your year end before anything is filed. Our fee is $35.00, HST included, and the government fee is shown separately at cost. Payment is by Interac e-Transfer to info@gondaliyacpa.ca, and the security question is Not Applicable because auto-deposit is enabled.
No legal advice
Gondaliya CPA Professional Corporation is a firm of Chartered Professional Accountants licensed by CPA Ontario, firm registration number 61330051. It is not a law firm. We prepare and file corporate documents and we provide accounting and tax advice. Nothing on this page is legal advice, and reading it creates no solicitor and client relationship. For legal advice, including advice on a shareholder agreement before you sign it, consult a lawyer licensed in the province where your corporation carries on business.
