On December 10, 2016, Bill 144, the Budget Measures Act, 2015 will come into force with potentially onerous administrative consequences for Ontario corporations. Bill 144 will enact the Forfeited Corporate Property Act, 2015 (FCPA) which will amend the Business Corporations Act (Ontario) (OBCA) in several important ways.
The Ministry of Finance discussed the intent behind the FCPA in a press release on November 18, 2015. First, the FCPA aims to mitigate risks to Ontario taxpayers in cases where corporate property is forfeited and becomes Crown property upon the dissolution of a corporation. Second, the FCPA seeks to reduce the number of corporate properties forfeited to the Crown. Third, the amendments seek to increase corporate accountability for the costs associated with forfeited corporate property. Fourth, the amendments will increase transparency and certainty in the management and disposition of forfeited corporate property. Lastly, the goal of the FCPA is to return forfeited property to productive use more quickly and efficiently.
As a result of the FCPA, OBCA corporations will have increased book and record-keeping requirements. Section 140(1)(e) of the OBCA states that corporations must prepare and maintain at their registered office a register of “ownership interests” in land in compliance with the newly enacted requirements set out in section 140.1.