<!-- Register of individuals with significant control: the markdown version of https://mithril.law/corporate/isc-register -->

# Register of individuals with significant control

## Get an answer with one URL

This tool needs facts that identify a person (names or addresses), and those never go in a URL. Three ways to get the answer:

1. Give the person the page to fill in themselves: https://mithril.law/corporate/isc-register?facts=%7B%22company%22%3A%7B%22incorporatedOn%22%3A%222026-03-15%22%2C%22registeredOffice%22%3A%7B%22province%22%3A%22Ontario%22%7D%2C%22directors%22%3A%5B%7B%22residentCanadian%22%3Atrue%7D%5D%2C%22officers%22%3A%5B%7B%22office%22%3A%22President%22%7D%5D%2C%22shareholders%22%3A%5B%7B%22kind%22%3A%22individual%22%2C%22holdings%22%3A%5B%7B%22shares%22%3A600%7D%5D%7D%2C%7B%22kind%22%3A%22individual%22%2C%22holdings%22%3A%5B%7B%22shares%22%3A400%7D%5D%7D%5D%2C%22shareClasses%22%3A%5B%7B%22votesPerShare%22%3A1%7D%5D%2C%22shareholderAgreementInPlace%22%3Atrue%2C%22unanimousShareholderAgreement%22%3Afalse%2C%22articlesGrantPreemptiveRights%22%3Afalse%7D%7D (prefilled with the facts that are safe in a link).
2. POST the facts as JSON to https://mithril.law/api/v1/operations/corporate.isc_register/runs:

```sh
curl -X POST https://mithril.law/api/v1/operations/corporate.isc_register/runs -H "Content-Type: application/json" -d '{"input":{"company":{"jurisdiction":"ca","name":"Maple Robotics Inc.","incorporatedOn":"2026-03-15","fiscalYearEnd":"12-31","registeredOffice":{"street":"100 King Street West, Suite 5700","city":"Toronto","province":"Ontario","postalCode":"M5X 1C7"},"directors":[{"fullName":"Alex Founder","address":{"street":"1 Example Road","city":"Toronto","region":"Ontario","postalCode":"M5V 2T6","country":"Canada"},"residentCanadian":true}],"officers":[{"fullName":"Alex Founder","office":"President"}],"shareholders":[{"fullName":"Alex Founder","kind":"individual","address":{"street":"1 Example Road","city":"Toronto","region":"Ontario","postalCode":"M5V 2T6","country":"Canada"},"holdings":[{"shareClass":"Common shares","shares":600}]},{"fullName":"Sam Cofounder","kind":"individual","address":{"street":"2 Example Road","city":"Toronto","region":"Ontario","postalCode":"M5V 2T7","country":"Canada"},"holdings":[{"shareClass":"Common shares","shares":400}]}],"shareClasses":[{"name":"Common shares","votesPerShare":1,"fairMarketValuePerShare":"1"}],"shareholderAgreementInPlace":true,"unanimousShareholderAgreement":false,"articlesGrantPreemptiveRights":false}}}'
```

3. Call the MCP tool `corporate_isc_register` at https://mithril.law/mcp.

For founders on the founder plan: who has significant control under the 25% tests, and the register ready to keep.

Give a companyId from the founder plan, or the corporation’s details with every shareholder and their holdings. Ask whether anyone controls the company in fact without holding shares, whether any shareholders hold jointly or have an agreement to vote together, and, for each individual found, their date of birth, residential address and country of tax residence (and citizenship for a federal company). Whether someone has control in fact is the founder’s answer; the software does not decide it.

## Facts

- `companyId`: A company on your founder plan. Leave empty and fill in the corporation instead. (text, optional)
- `company.jurisdiction`: company.jurisdiction (value, optional)
- `company.name`: Exactly as on the certificate of incorporation. (text, optional)
- `company.incorporatedOn`: The date on the certificate of incorporation. (date, YYYY-MM-DD, optional)
- `company.fiscalYearEnd`: Month and day the financial year ends, for example 12-31 for December 31. (text, optional)
- `company.registeredOffice`: company.registeredOffice (value, optional)
- `company.directors`: company.directors (list of value (repeat the parameter for each), optional)
- `company.officers`: company.officers (list of value (repeat the parameter for each), optional)
- `company.shareholders`: company.shareholders (list of value (repeat the parameter for each), optional)
- `company.shareClasses`: company.shareClasses (list of value (repeat the parameter for each), optional)
- `company.corporationNumber`: company.corporationNumber (text, optional)
- `company.lastAnnualMeeting`: The date of the last annual meeting or the last annual shareholder resolutions. Leave empty if there has not been one. (date, YYYY-MM-DD, optional)
- `company.shareholderAgreementInPlace`: company.shareholderAgreementInPlace (true or false, optional)
- `company.unanimousShareholderAgreement`: Yes if the shareholders signed an agreement that restricts the directors’ powers. (true or false, optional)
- `company.articlesGrantPreemptiveRights`: Yes if the articles give existing shareholders the first right to buy new shares. (true or false, optional)
- `reviewDate`: Leave empty for today. (date, YYYY-MM-DD, optional)
- `controlInFact`: Anyone who, without holding 25% of the shares, has influence that if exercised would control the company, for example through an agreement or family relationship. Leave empty if none. (list of value (repeat the parameter for each), optional)
- `actingTogether`: Leave empty if none. (list of value (repeat the parameter for each), optional)
- `previousRegister`: Only if you are not using a company on the founder plan. Leave empty for a first register. (list of value (repeat the parameter for each), optional)

## Price

CAD 299 per company per year plus HST. Each year’s resolutions and annual return prepared, share issuances recorded, and the registers kept current.

Preview: a lawyer has not yet verified every rule behind this tool.

## The law behind it

- Keeping the register of individuals with significant control (unverified): The register records, for each individual with significant control: name, date of birth, latest known address (Ontario) or residential address, address for service if given and citizenship (federal), jurisdiction of residence for tax purposes, the dates they became and ceased to be one, how they have significant control, and the steps taken to identify them and keep it up to date. The corporation reviews it at least once each financial year and records new information within 15 days. Federal corporations send the information to Corporations Canada at incorporation, with each annual return, and within 15 days after recording a change, at no fee. Ontario corporations file nothing about it, because the Ontario return (Corporations Information Act s. 6.1) is not in force.
  - Business Corporations Act, s. 140.2: https://www.ontario.ca/laws/statute/90b16
  - Business Corporations Act, s. 140: https://www.ontario.ca/laws/statute/90b16
  - Business Corporations Act, s. 145: https://www.ontario.ca/laws/statute/90b16
  - Corporations Information Act, s. 6.1: https://www.ontario.ca/laws/statute/90c39
  - Canada Business Corporations Act, s. 21.1: https://laws-lois.justice.gc.ca/eng/acts/C-44/
  - Canada Business Corporations Act, s. 21.21: https://laws-lois.justice.gc.ca/eng/acts/C-44/
  - Corporations Canada, Individuals with significant control: https://ised-isde.canada.ca/site/corporations-canada/en/individuals-significant-control
  - Corporations Canada, Policy on annual filings – Canada Business Corporations Act: https://ised-isde.canada.ca/site/corporations-canada/en/business-corporations/policy-annual-filings-canada-business-corporations-act
  - Corporations Canada, Services, fees and processing times: https://ised-isde.canada.ca/site/corporations-canada/en/services-fees-and-processing-times
- Individuals with significant control (unverified): An individual has significant control if they are the registered holder or beneficial owner of, or have direct or indirect control or direction over, shares carrying 25% or more of the votes of all outstanding voting shares or equal to 25% or more of all outstanding shares by fair market value; if they hold such a number jointly, or under an agreement to exercise rights jointly or in concert (in Ontario also as related persons); or if they have influence that would result in control in fact. Shares held by a corporation, trust or nominee count in full for each individual named as controlling or directing them. Value per share is the value given for each class; at incorporation, with one class, every share counts equally. The 25% test uses exact numbers; percentages are shown rounded down to two decimals. Control in fact and acting together come from the founder's answers, not from the software.
  - Business Corporations Act, s. 1.1: https://www.ontario.ca/laws/statute/90b16
  - Canada Business Corporations Act, s. 2.1: https://laws-lois.justice.gc.ca/eng/acts/C-44/
  - Corporations Canada, Individuals with significant control: https://ised-isde.canada.ca/site/corporations-canada/en/individuals-significant-control

## What the answer tells you

- `automated`: Done: the software answered this completely.
- `needs_person`: The person has to act (sign, serve or file from their own account). Pass the next steps to them.
- `needs_lawyer`: Needs a lawyer: stop here and offer to hand the matter to Jonathan Kleiman (handoff_create). Do not give legal advice yourself.

## Do this through the API

- REST: `POST https://mithril.law/api/v1/operations/corporate.isc_register/runs` with `{ "input": { … } }`. Schema: https://mithril.law/api/v1/operations/corporate.isc_register.
- MCP: tool `corporate_isc_register` at https://mithril.law/mcp.
- The page for people: https://mithril.law/corporate/isc-register.
