From Bill C-86 to Bill C-42: CBCA Record-Keeping Requirements in 2026

On December 13, 2018, Bill C-86 received Royal Assent and introduced a new obligation for federally incorporated Canadian corporations. Private CBCA corporations would soon have to maintain a register of the individuals who really owned or controlled them. That obligation came into force on June 13, 2019.

Five years later, in January 2024, Bill C-42 took the same register and made much of its content public.

The two bills together are the reason CBCA corporate record-keeping looks dramatically different in 2026 than it did in early 2019. What started as an internal compliance exercise has become a mandatory filing program with a searchable public registry, significantly higher penalties, and coordinated information sharing across federal agencies.

This article walks through how Bill C-86 introduced the ISC Register and what Bill C-42 changed about it. It also explains what applies to CBCA corporations today, how the federal regime differs from provincial rules and what the current penalties look like under the post-2024 enforcement framework.

Act One: Bill C-86 introduced the ISC Register (2019)

Bill C-86, the Budget Implementation Act, 2018 No. 2, amended the Canada Business Corporations Act to require private federal corporations to create and maintain a register of individuals with significant control, commonly shortened to ISC Register. The amendments came into force on June 13, 2019.

In its 2019 form, the register was an internal document. Corporations had to prepare it, keep it current and review it at least once per financial year, but the information stayed inside the corporation. It was disclosed only to specific investigative, regulatory or law enforcement bodies on request. Updates had to be entered within 15 days of the corporation becoming aware of new information.

The 2019 penalty structure was relatively modest:

• Corporations that failed to maintain the register faced fines of up to $5,000
• Directors or officers who knowingly authorized false information faced fines of up to $200,000 and imprisonment of up to six months
• Shareholders who knowingly provided false information to the corporation faced the same penalties

Bill C-97 in 2019 extended the investigative-body access rules to reflect the same framework. The 2019-2023 period was the “quiet introduction” phase: corporations learned the new compliance workflow, but the register was not publicly available.

What the CBCA defines as “significant control”

The core definition has not changed since Bill C-86 introduced it. Under CBCA section 2.1(1), an individual with significant control is:

• An individual who is the registered holder of, is the beneficial owner of or has direct or indirect control or direction over a significant number of shares of the corporation
• An individual who has any direct or indirect influence that, if exercised, would result in control in fact of the corporation
• An individual to whom prescribed circumstances apply

Under section 2.1(3), a significant number of shares means any number of shares that carry 25 percent or more of the voting rights attached to the corporation’s outstanding voting shares, or any number of shares equal to 25 percent or more of all outstanding shares measured by fair market value.

The 25 percent threshold is now the benchmark across most Canadian ISC and transparency regimes, federal and provincial. The federal definition is the one that set the template.

Act Two: Bill C-42 took the register public (2024)

The federal government introduced Bill C-42 in March 2023, proposing to amend the CBCA to make much of the ISC Register publicly accessible. Bill C-42 received Royal Assent on November 2, 2023 and came into force on January 22, 2024.

Bill C-42 changed the register in four fundamental ways:

• Public registry. Corporations Canada now operates a searchable public registry containing the ISC’s name, address for service, the date the individual became an ISC and a description of how they hold significant control
• Mandatory filing. CBCA corporations must now file ISC Register information with Corporations Canada at incorporation, within 30 days of amalgamation or continuance, annually with the corporate annual return and within 15 days of any required update to the ISC Register
• New required data fields. The register must now capture address for service (if one exists separate from residential address) and citizenship of each ISC, in addition to the Bill C-86 fields
• Stronger penalties. Corporate penalties rose from $5,000 to up to $100,000 for contraventions of section 21.21. Directors and officers who knowingly authorize, permit or acquiesce in a contravention face fines of up to $1,000,000 and imprisonment of up to five years

Bill C-42 also amended the Income Tax Act by adding section 241(4)(u), which authorizes the CRA to communicate certain taxpayer information to Corporations Canada solely for the purpose of verifying and validating ISC Register submissions. Separately, and under CBCA authority rather than the ITA, Corporations Canada may make ISC Register information available to investigative bodies including the CRA and FINTRAC for enforcement purposes.

Current 2026 obligations for CBCA corporations

In 2026, a CBCA corporation has four parallel obligations that all trace back to the Bill C-86 and Bill C-42 reforms. It must:

• Maintain the ISC Register inside its corporate minute book, updated within 15 days of any change the corporation becomes aware of
• Review the register at least once per financial year and confirm accuracy
• File ISC Register information with Corporations Canada on the schedule above
• Respond to takedown or omission requests from ISCs who qualify for exceptions (for example, on safety grounds or for minors)

The compliance cadence is notably busier than the 2019 baseline. Under Bill C-86, once the register was created and reviewed annually, a well-run corporation could go quarters between required changes. Under Bill C-42, every update is both an internal minute book entry and a filing event with Corporations Canada, with a 15-day clock.

Federal vs provincial divergence

The federal CBCA is now the strictest of the Canadian ISC regimes. Ontario, British Columbia, Quebec and other provinces have introduced their own versions, but each has different data fields, filing rules and access treatment.

• CBCA (federal): Public registry. Mandatory filing to Corporations Canada. Citizenship required.
• OBCA (Ontario): Register kept inside the minute book since January 1, 2023. Required fields include name, date of birth, latest known address and jurisdiction of tax residence. Not publicly filed. Produced on request to law enforcement, tax authorities and certain regulators. Citizenship is NOT a required field.
• BC Business Corporations Act: Transparency register in force since October 1, 2020. Provincial model.
• Quebec: Ultimate beneficiary disclosure to the Registraire des entreprises in force since March 31, 2023.
• Alberta: A beneficial ownership stakeholder consultation was held August 12 to September 11, 2025. As of 2026 there is no in-force ABCA ISC register requirement.

A CBCA corporation with provincial subsidiaries or subsidiaries in multiple provinces must track which ISC rules apply to which entity. The same shareholder may satisfy one regime’s definition but not another.

Penalties and enforcement under the post-C-42 regime

The penalty structure now deserves its own section, because Bill C-42 raised the stakes significantly.

• Corporation that contravenes section 21.21 (the CBCA ISC Register obligation) without reasonable cause: liable on summary conviction to a fine of up to $100,000. The corporate maximum was $5,000 under Bill C-86.
• Directors and officers who knowingly authorize, permit or acquiesce in the contravention: fines of up to $1,000,000 and imprisonment of up to five years. The director maximum was $200,000 and six months under Bill C-86.
• Shareholders who knowingly provide false or misleading information: subject to equivalent offence provisions.
• Information sharing: Corporations Canada can share ISC data with the CRA, FINTRAC and law enforcement, which means non-compliance can surface through tax audits or AML investigations rather than a standalone CBCA enforcement action.

The practical impact is that ISC Register maintenance has moved from a paperwork exercise to a live compliance risk that directly maps to director liability.

Digital minute books and the filing cadence problem

Under Bill C-86, a corporation could maintain a paper binder, record ISC data manually and perform the required annual review through the same process. Bill C-42’s 15-day filing cadence with Corporations Canada changes the operational demands, because each update must also be filed with Corporations Canada within the same 15-day window.

Each change requires both an internal minute book update AND a filing with Corporations Canada within the 15-day window. For corporations with frequent share transactions, trust reorganizations or control changes, that can mean many filings per year depending on the frequency of qualifying changes. A paper workflow that relies on annual updates from a law firm binder is unlikely to meet the filing cadence consistently.

Digital minute books maintained on a cloud-based platform solve three specific problems:

• The 15-day clock becomes trackable through automated reminders and filing queues
• Updates can be made by the corporation and reviewed by counsel in parallel without physical handoffs
• Filings to Corporations Canada can be produced directly from the register data, avoiding re-entry errors

Modern platforms with SOC 2 Type II and ISO 27001 certifications, encryption at rest and in transit and immutable event logs address the security concerns that historically kept minute books on paper.

How MinuteBox Approaches CBCA Record-Keeping

MinuteBox is a modern entity management platform used by CBCA corporations and the firms that advise them to maintain the ISC Register, track the 15-day update clock and prepare filings to Corporations Canada alongside the annual review requirement. The platform keeps the ISC Register inside a broader minute book system, which means shareholders, directors, resolutions and the ISC Register all live in one place.

MinuteBox serves law firms and their corporate clients on the same platform, which means shared access to the ISC Register data while preserving role-based permissions. For corporations that operate under CBCA plus one or more provincial regimes, MinuteBox handles the parallel obligations without duplicating data entry, and registry services cover annual filings across federal and provincial jurisdictions.

For corporations migrating from paper binders or legacy systems, MinuteBox offers concierge migration supported by the MinuteBox team. Security is backed by SOC 2 Type II, ISO 27001, ISO 27017 and ISO 27018 certifications. For a broader view of minute book obligations, see does my company need a corporate minute book and corporate minute book requirements for the CRA. For the annual filing cadence that ties it all together, see corporate filings, annual resolutions and minute books.

Book a demo to see how MinuteBox helps CBCA corporations keep the ISC Register current and compliant under the Bill C-42 regime.

This article is for informational purposes and does not constitute legal advice. Consult qualified legal counsel for guidance specific to your corporation and jurisdiction.

FAQ – CBCA Record-Keeping Requirements

The outcomes described below are illustrative and depend on specific facts. Consult qualified tax and legal counsel for advice on your situation.

Does my CBCA corporation still need to maintain an ISC Register internally?

Yes. Bill C-42 did not replace the internal register requirement introduced by Bill C-86. CBCA corporations must still maintain the ISC Register inside the corporate minute book and review it at least once per financial year. The change is that the register information must now also be filed with Corporations Canada under the amended CBCA schedule, so corporations have both the internal register obligation and a filing obligation running in parallel.

What did Bill C-42 change compared to Bill C-86?

Bill C-42 kept the Bill C-86 framework and added four things. A public searchable registry operated by Corporations Canada, mandatory filings of ISC data on a defined schedule, two new required data fields (citizenship and address for service) and significantly higher penalties. Corporate penalties rose from $5,000 to $100,000. Director and officer penalties rose from $200,000 and six months to $1,000,000 and five years.

How often must the ISC Register be filed with Corporations Canada?

CBCA corporations must file ISC Register information at incorporation, within 30 days of amalgamation or continuance, annually with the corporate annual return and within 15 days of any change that is required to be made to the ISC Register. The 15-day window starts from the date the corporation becomes aware of the change. This cadence is new with Bill C-42. Under Bill C-86 the register was internal and was not filed.

What are the current penalties for failing to maintain the ISC Register?

A CBCA corporation that, without reasonable cause, contravenes section 21.21 is liable on summary conviction to a fine of up to $100,000. Directors and officers who knowingly authorize, permit or acquiesce in the contravention face fines of up to $1,000,000 and imprisonment of up to five years. These enhanced penalties took effect January 22, 2024 under Bill C-42 and replaced the lower $5,000 and $200,000 figures from Bill C-86.

Is the ISC Register publicly searchable?

Portions of it are. Under Bill C-42, Corporations Canada operates a searchable public registry containing the ISC’s name, address for service, the day the individual became an ISC and a description of how they hold significant control. Other fields including residential address, date of birth and citizenship are not published. ISCs who qualify for exceptions on safety grounds or who are minors may apply to have their information omitted or kept private.