Yes, if the buyer is financing the purchase with a Canadian bank loan. Most acquisition lenders now make a complete register a condition precedent, because their own client-identification obligations depend on it.
Short answer
Since 2019, most CBCA corporations must prepare and maintain a register of individuals with significant control. Section 21.1(1) requires it to contain, for each individual with significant control, their name and date of birth, residential address, address for service, citizenship, jurisdiction of residence for tax purposes, the day they became or ceased to be such an individual, a description of how they hold control, and “a description of each step taken in accordance with subsection (2)” — the corporation’s own annual reasonable-steps obligation to identify who actually controls it.
That last requirement is the one that cannot be produced quickly. A corporation that has never taken the required steps has nothing truthful to write, and the register cannot be back-dated to invent a history of diligence that never happened. Corporations Canada confirms the obligation has applied “since June 2019” for most CBCA corporations, with a further filing requirement to the Director layered on from January 2024. Section 21.1(6) makes a failure to maintain the register a summary conviction offence carrying up to a $100,000 fine. A vendor’s counsel offering to prepare a register “in a week” is, in substance, admitting no steps have ever been taken — and tracing beneficial ownership behind a trust or a numbered-company shareholder properly can take a month, not a week, particularly where a beneficiary lives outside Canada. Ontario has a parallel but not identical obligation under OBCA s.140.2, kept in Ontario and without the CBCA’s citizenship field or annual federal filing — the remediation is not the same exercise for a provincial corporation.
the significant control register that was never prepared is the direct example: a lender’s condition precedent turned a records gap into a 31-day closing delay and a 25-basis-point rate re-quote once the register had to be built properly rather than assembled overnight.
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