Understanding UBO filing in Canada is now a critical requirement for all businesses, trusts, and partnerships operating in the country. Canada’s regulatory framework mandates that the individuals who ultimately control or benefit from a company, known as ultimate beneficial owners (UBOs), are clearly identified.

This transparency is essential in preventing money laundering, terrorist financing, and other illicit financial activities, while ensuring compliance with international standards set by the Financial Action Task Force (FATF). UBO filing requires entities to collect comprehensive information, verify its accuracy, maintain updated records, and report discrepancies to regulatory authorities.

Compliance is not only a legal obligation under the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (PCMLTFA) but also protects your business reputation, strengthens investor confidence, and reinforces trust within Canada’s financial system.

What Is an Ultimate Beneficial Owner (UBO)?

An Ultimate Beneficial Owner (UBO) is a natural person who ultimately owns or controls a legal entity, even if their ownership is indirect. UBOs are not necessarily listed as direct shareholders; they may influence the entity through corporate, partnership, or trust arrangements.

In Canada, UBOs generally include:

  • Individuals owning 25% or more of a corporation’s shares.
  • Persons with direct or indirect control over partnerships or other entities.
  • Trustees, settlors, and known beneficiaries of trusts.

Example:

ABC Canada Inc. is 85% owned by Green Company Ltd., and 15% by John Brown. Tina Grey owns 70% of Green Company Ltd. In this case, Tina is considered a UBO of ABC Canada Inc., even though she does not directly hold shares in ABC Canada Inc.

Identifying UBOs often involves tracing ownership across multiple layers, especially in complex corporate or trust structures. This is particularly important when ownership may be intentionally obscured through intermediary companies or multi-tiered structures.

UBO Filing Requirements in Canada

UBO filing is mandatory for entities covered under the PCMLTFA. This includes:

  • Corporations incorporated under the Canada Business Corporations Act (CBCA)
  • Limited Liability Partnerships (LLPs) and other corporate entities
  • Trusts, including widely held or publicly traded trusts

Entities are required to maintain an accurate and up-to-date register of beneficial owners, verify all information collected, and consult the Corporations Canada database for high-risk entities.

A UBO declaration is specifically required when:

  • A transaction triggers identity verification obligations (e.g., opening a corporate bank account or engaging in large financial transactions).
  • The entity is assessed as high-risk for money laundering or terrorist financing.
  • Material discrepancies are detected between internal records and Corporations Canada’s official records.

Non-compliance can lead to fines, director liability, and other legal consequences, emphasizing the importance of timely and accurate UBO filing.

Canada Beneficial Ownership (BOI) Laws and Regulations

Canada’s beneficial ownership laws are primarily codified in the PCMLTFA and associated regulations. These laws define:

  • Who qualifies as a beneficial owner
  • Documentation and verification requirements
  • Record-keeping obligations for reporting entities

The FATF guidelines also recommend that jurisdictions maintain a transparent UBO framework to prevent misuse of corporate structures for illegal activities.

Canada’s beneficial ownership law ensures:

  • Transparency in ownership for corporations, partnerships, and trusts
  • Reporting entities take reasonable steps to verify and update UBO information
  • Material discrepancies are reported promptly to Corporations Canada

This ensures that Canadian law is consistent with international anti-money laundering (AML) and counter-terrorist financing standards, reducing the risk of financial crimes and protecting both domestic and international stakeholders.

Who Must File and Maintain the UBO Register in Canada?

The obligation to maintain a UBO register falls on:

  • Corporations incorporated under the CBCA
  • Trusts, including widely held and publicly traded trusts
  • Partnerships and other entities subject to reporting obligations

Entities must:

  • Record full details of all beneficial owners, including identification and ownership/control percentages
  • Maintain information on entity structure and control mechanisms
  • Keep records accessible for regulatory audits for at least 5 years from the last transaction

While the UBO register is not publicly accessible, regulatory bodies such as FINTRAC and Corporations Canada may access the data during audits or investigations. Entities are also required to update their UBO register within 30 days of any changes to ownership or control.

Documents and Information Required for UBO Filing in Canada

To comply with UBO KYC requirements, entities must collect:

  • Full name, date of birth, and nationality of each beneficial owner
  • Percentage of shares or units owned or controlled
  • Government-issued identification and proof of residential address
  • Nature of control, including voting rights, appointment rights, or decision-making authority

Additional supporting documentation may include:

  • Organizational charts illustrating ownership structures
  • Shareholder agreements, trust deeds, or partnership agreements
  • Board resolutions or other formal records confirming control

For trusts, all trustees, settlors, and known beneficiaries must be identified. In widely held or publicly traded trusts, only individuals controlling 25% or more of units need to be reported.

UBO Filing Deadlines and Timeline in Canada

UBO filing is required at multiple stages:

  1. Onboarding: When verifying the identity of a new client, entity, or transaction.
  2. Ongoing monitoring: Regular updates as ownership or control changes.

All updates must be made within 30 days to remain compliant. Corporations Canada also mandates that any material discrepancies discovered during high-risk assessments must be reported within the same period.

Maintaining an organized internal system to track beneficial owners ensures compliance with deadlines and avoids penalties. Many companies implement automated UBO tracking solutions to streamline the process.

Penalties for Non-Compliance with UBO Laws in Canada

Non-compliance with UBO regulations can result in significant consequences:

  • Financial penalties for both the company and individual directors
  • Legal liability, including potential criminal charges
  • Restrictions on business operations, such as frozen accounts or halted transactions
  • Reputational damage, which can affect investor confidence and relationships with financial institutions

Properly maintaining records and reporting UBOs promptly is essential to mitigate risks and avoid these penalties.

How to File a UBO/BOI Report in Canada (Step-by-Step)

Practical steps for beneficial ownership reporting in Canada include:

Step 1: Identify UBOs

Determine all individuals meeting the 25% ownership/control threshold. Consider indirect ownership via multiple layers of entities.

Step 2: Collect Documentation

Gather government-issued IDs, proof of address, ownership/control percentages, and details of any decision-making powers.

Step 3: Verify Accuracy

Cross-check documents with client confirmation, official company records, and Corporations Canada’s database.

Step 4: Submit Declaration

File through Corporations Canada’s online portal or the FINTRAC reporting system. Ensure all information matches internal records and regulatory requirements.

Step 5: Maintain Records

Keep all supporting documents and acknowledgments for at least 5 years from the last transaction. Regular audits are recommended to maintain ongoing compliance.

Recent Updates on UBO Regulations in Canada

As of October 1, 2025, all reporting entities must consult Corporations Canada’s database for high-risk corporations and report any material discrepancies within 30 days. Previously, identifying discrepancies was encouraged, although it was not mandatory to report them promptly.

This update reflects Canada’s commitment to enhanced transparency, ensuring alignment with FATF recommendations and global best practices. Companies must update internal procedures to comply with these enhanced regulations.

UBO Compliance Challenges for Global Businesses

International companies operating in Canada may face several challenges:

  • Complex ownership structures, with multiple layers of corporate and trust entities
  • Varying thresholds and reporting standards across jurisdictions
  • Data privacy concerns when sharing personal information of UBOs
  • Different deadlines and requirements for filing updates and reporting discrepancies

Organizations often rely on specialized compliance services or software solutions to manage these complexities and ensure timely, accurate reporting.

How Commenda Helps with UBO and Beneficial Ownership Compliance

Commenda provides end-to-end support for UBO compliance in Canada and internationally:

  • Track and manage beneficial ownership across multiple jurisdictions
  • Guidance on UBO KYC requirements in Canada and filing procedures
  • Assistance with submitting UBO declarations and maintaining updated registers
  • Streamlined reporting and audit support for regulatory authorities

Partnering with Commenda enables companies to maintain compliance across jurisdictions, minimize risk, and focus on growth, all while fulfilling their Canadian and international reporting obligations. Book a consultation with Commenda today.

FAQs

1. What is the UBO filing process in Canada?

The UBO filing process in Canada involves identifying and recording all individuals who ultimately own or control at least 25% of a corporation, partnership, or trust. Businesses must collect and verify ownership data, including full legal names, dates of birth, nationality, and the nature of control. The information must be maintained in the UBO register and submitted to Corporations Canada or other relevant authorities when required.

2. Who qualifies as a UBO under Canadian law?

Under Canadian beneficial ownership law, a UBO (Ultimate Beneficial Owner) is any natural person who owns or controls, directly or indirectly, 25% or more of a corporation’s shares or voting rights. This includes individuals who exercise significant influence over management or decision-making, even if they do not hold a formal ownership stake.

3. What documents are required for a UBO declaration in Canada?

When making a UBO declaration in Canada, entities must collect and retain:

  • The full legal name, date of birth, and nationality of each beneficial owner.
  • The percentage of ownership or control held.
  • A valid government-issued ID and proof of residential address.
  • Details describing the nature of control (e.g., voting rights, management influence).

Supporting documents such as shareholder agreements, trust deeds, organizational charts, or partnership contracts may also be required to verify ownership structures and relationships.

4. What is the UBO filing deadline in Canada?

The UBO filing deadline in Canada requires entities to record and report beneficial ownership information within 30 days of incorporation, registration, or any change in ownership or control. Additionally, during ongoing compliance, businesses must review and confirm UBO information at least annually. Any material discrepancies identified between internal records and Corporations Canada’s data must also be reported within 30 days.

5. What happens if a company fails to disclose UBOs in Canada?

Failure to disclose UBOs in Canada can result in financial penalties, legal sanctions, and potential criminal charges for both the company and its directors. Under the PCMLTFA, corporations that fail to maintain or update UBO records can face fines, restrictions on banking and transactions, or reputational damage.

6. Is the UBO register in Canada public?

Currently, the UBO register in Canada is not fully public, but authorized regulatory bodies such as FINTRAC, Corporations Canada, and law enforcement agencies have access for verification and investigation purposes. However, recent legislative updates aim to enhance transparency by allowing limited public access to beneficial ownership data for specific categories of corporations.

7. Do trusts and partnerships also need to file UBO details in Canada?

Yes. Both trusts and partnerships are required to disclose beneficial ownership details in Canada.

  • Trusts must identify and report the trustees, settlors, and beneficiaries under their control.
  • Partnerships must declare all partners with 25% or greater ownership or control, or those exercising significant influence over management decisions.

These reporting obligations are consistent with Canada’s UBO KYC requirements, ensuring that every legal structure is transparent and compliant with anti-money laundering (AML) regulations.

8. How can companies from other countries comply with UBO laws in Canada?

Foreign companies operating or incorporating in Canada must adhere to the same UBO reporting and disclosure requirements as Canadian entities. This includes maintaining an internal UBO register, verifying ownership data, and submitting updates through Corporations Canada’s online portal. Non-resident businesses may also need to appoint a Canadian representative for compliance and communication with local authorities.