New Document Retention Requirements for Ontario Not-for-Profits with Ownership Interest in Land

Authored by Philip A.S. Milley, Associate Director, Legal Affairs

On December 10, 2016 Bill 144, the Budget Measures Act, 2015 came into force which enacted several new statutes, including the Forfeited Corporate Property Act, 2015 (the “FCPA”). Various provisions of the FCPA came into force on December 10, 2016 that amended several Ontario statues, including the Business Corporations Act (the “OBCA”), the Corporations Act (“OCA”), and the Not-for-Profit Corporations Act (the “ONCA”).

The amendments to the OCA and the ONCA are similar and require Ontario not-for-profit corporations to prepare and maintain a register of their ownership interests[i] in real property (i.e., land) in Ontario. The register, which must be maintained at the corporations registered office[ii], must identify each property, show the date the corporation acquired the property and the date it was disposed.[iii] Along with this register, corporations must also keep supporting documentation, such as deeds and mortgage documents that contain the following information with respect to each property listed in the register:

1. the municipal address of the property, if any;
2. the registry or land titles division and the property identifier number for the property;
3. the legal description of the property; and
4. the assessment roll number of the property, if any.[iv]

Corporations that are incorporated or continued in Ontario under the legislation before December 10, 2016, will have two years from that date to comply with the new obligations. Companies incorporated or continued on or after December 10, 2016 will be required to comply immediately.

[i] “Ownership interest” is not defined in the legislation and as such, organizations should consider whether any interest in land that they may have should be documented in the register.

[ii] Corporations Act, RSO 1990, c C 38 s. 301.1(1) and Not-for-Profit Corporations Act, 2010, SO 2010, c 15 s. 92.1(1).

[iii] Not-for-Profit Corporations Act, 2010, SO 2010, c 15 s. 92.1(2). Note that the ONCA permits directors of the corporation to designate a location other than the registered office to keep the records.

[iv] Corporations Act, RSO 1990, c C 38 s. 301.1(3) and Not-for-Profit Corporations Act, 2010, SO 2010, c 15 s. 92.1(3)