Key points
- The register is required by law: BC Business Corporations Act s. 111, Canada Business Corporations Act s. 50, Alberta Business Corporations Act ss. 21 and 49. It is kept with the company's records, not filed.
- It records each shareholder's name and address, the class and series of shares, how many, and the date and details of every issue and transfer.
- It matters at a sale or financing, in a CRA review of dividends, in a dispute between owners, on a shareholder's death or divorce, and for the small business deduction and the lifetime capital gains exemption, which depend on who held what and since when.
- Share certificates are optional in BC and a shareholder's choice federally and in Alberta, but issuing numbered certificates still helps.
- Finvo sets the register up with the Full set-up incorporation option, as an add-on to the other options, or for an existing company through corporate records.
What a central securities register is
A corporation is owned by whoever holds its shares. Publicly available information varies by jurisdiction. Alberta collects shareholder information in annual returns and offers corporate searches; this does not replace the company's own complete securities register, which is the full record of who owns the company. In British Columbia the Act calls it the central securities register; the federal and Alberta Acts say securities register; most people say shareholder register or share register. They mean the same thing.
All three Acts require it, and all three say roughly the same about what it must show. None of them prescribes a format: a tab in the minute book, a few typed pages or a well-kept spreadsheet all qualify, as long as the register is complete, current and kept where the Act says.
| Incorporated | What it must record | Where it is kept |
|---|---|---|
| In British Columbia Business Corporations Act (BC), s. 111 "Securities registers" | For every share issued or transferred: the name and last known address of the person it went to, the class and any series, the number of shares each person holds, and the date and particulars of each issue and each transfer. | At the company's records office (s. 42(1)(d)), unless the directors designate another location under s. 111(4) and keep a notice of it at the records office. |
| Federally Canada Business Corporations Act, s. 50 "Securities records" | For each class or series: the names, alphabetically, and the latest known address of each person who is or has been a holder, the number held by each, and the date and particulars of each issue and transfer. | With the corporate records; the directors choose where the central register is kept, and an agent may keep it. |
| In Alberta Business Corporations Act (Alberta), s. 21(1)(d) and s. 49 "Securities records" | For each class or series: the name and current contact information of each person who is or has been a holder, the number held by each, and the date and particulars of each issue and transfer. | At the records office in Alberta (s. 21(1)); a central register may be kept at an Alberta office of the corporation's agent (s. 21(2)). |
What it must contain
Put the three Acts together and a complete register, for each class of shares, shows:
- Who: each shareholder's full legal name and current address (BC and the federal Act say last known address; Alberta says current contact information). People who have stopped being shareholders stay in the register with the date they left.
- What: the class and, if any, the series of shares, for example Class A common voting or Class B non-voting.
- How many: the number of shares each person holds now.
- When and how it got there: the date and particulars of each issue from the company (how many, to whom, what was paid) and of each transfer between people (from whom, to whom, how many, on what date).
- Certificate numbers, where the company issues certificates, so that each certificate ties to one entry and a cancelled certificate is matched to the transfer that cancelled it. The Acts don't list this item word for word; it is how registers are kept in practice.
The register sits alongside two other registers the minute book should hold: the register of directors (with each director's dates in office) and, where the company keeps one, the register of officers. BC companies also keep a separate transparency register of significant individuals; it does not replace the securities register. A significant individual is broadly someone who, directly or indirectly, holds or controls 25% or more of the company's issued shares or voting rights, or can elect, appoint or remove a majority of the directors, so the transparency register records who ultimately controls the company, while the securities register records the registered holder of every share.
Why it matters
A securities register can sit untouched for years. The moments it is needed are rarely convenient.
A sale or a financing
The first thing a buyer's lawyer or a lender asks for is the minute book, and the first tab they open is the securities register. They want to see that the people selling or pledging the shares are the people who hold them, that every issue and transfer was approved and recorded, and that nobody else has a claim. A register that is missing or contradicts the tax returns means the history has to be rebuilt before the deal can close, often at the seller's expense and sometimes with part of the price held back until it is done.
A CRA review of dividends
Dividends are paid to the people who hold shares of a class on the date the directors declare them, in proportion to their holdings. When the CRA reviews a company that paid dividends to a spouse, a parent or an adult child, it looks for the resolution and the register entry that show the person held shares on that date. If the register shows nothing, the CRA can treat the dividend as the income of whoever it thinks the real shareholder was, with interest and possibly penalties. The salary or dividends guide explains how dividends are taxed.
A dispute between owners
When two or three owners fall out, the first question is who owns what. If the shares were split "50/50" in conversation but the register and the resolutions show one person was issued all the shares at incorporation, the other owner is left arguing from emails and bank transfers. The register is the record both sides and a court look at first.
Death or divorce of a shareholder
An executor has to find out what the estate owns and get the shares into the beneficiaries' names; a separation divides family property, which includes shares in a private company. Both start with the register and the certificates. Without them, the executor or the lawyers reconstruct the shareholding from tax filings, at a time when nobody wants that job.
The small business deduction
The low corporate rate on the first $500,000 of active business income is for Canadian-controlled private corporations, and companies controlled by the same person or group are "associated" and share one business limit. Who controls a company is a question of who holds its voting shares, so an accurate register is part of the evidence for every T2 return that claims the deduction. Our guide to corporate tax rates covers the limit and the association rules.
The lifetime capital gains exemption
When you sell the shares of a qualifying small business corporation, the lifetime capital gains exemption can shelter up to $1,275,000 of gain for 2026. Among the tests, the shares must have been held by you or someone related to you throughout the 24 months before the sale, and the exemption is claimed per shareholder, so who held the shares and from what date is exactly what the register shows. Our capital gains guide and the holdco or opco guide go into the tests.
Share certificates
A share certificate is a document, signed for the company, that names the holder and states the number and class of shares it represents and the rights and restrictions attached to that class (or where to find them). Alberta's Act lists what must appear on the face of a certificate and allows electronic certificates; BC's and the federal Act have their own lists.
You can have shares without certificates. In BC, shares may be certificated or uncertificated, and the directors can decide by resolution that some or all shares are uncertificated; a registered shareholder can still ask, at no charge, for a certificate or a non-transferable written acknowledgment of the right to one (s. 107). Under the federal Act (s. 49) and the Alberta Act (s. 48), every security holder is entitled, at their option, to a certificate or a non-transferable written acknowledgment.
Why issue them anyway. A numbered certificate matched to a register entry is the clearest evidence of a shareholding. Banks ask for them when opening accounts or lending against shares, buyers expect to see them and have them cancelled and re-issued at closing, and a certificate makes a transfer a visible act rather than a line in a spreadsheet. The discipline helps too: a certificate cannot be issued without deciding how many shares, of which class, to whom, for what price, which is the information the register needs.
Lost certificates can be replaced, usually against a signed declaration and indemnity, which is one more reason to keep copies in the minute book and record each certificate's number and status in the register.
Share classes in plain words
The articles set out the classes of shares the company may issue and the rights of each. The choices made at incorporation shape what the register will record for years.
| Choice | What it means | Where it comes up |
|---|---|---|
| Common shares | The ordinary ownership shares. They carry the growth in value and whatever dividends the directors declare on them. | Every company has at least one class. A one-owner company often needs nothing else. |
| Preferred shares | Shares with a fixed value or a fixed dividend entitlement, usually redeemable, and usually without the upside of the common shares. | Bringing in an investor, an estate freeze, or paying someone a set return. |
| Voting and non-voting | Voting shares elect the directors and approve big decisions; non-voting shares share in dividends or value, generally without ordinary voting control, but statutory class-voting rights can apply to certain fundamental changes. | Family members or employees who should benefit but not control; keeping control with the founders. |
| Several dividend classes | Separate classes with identical rights except that the directors may declare a dividend on one class and not another, if the articles allow it. | Paying different amounts to different shareholders, within the tax rules below. |
Dividends to family members. The tax on split income (TOSI) can tax certain family income at the top rate. The exceptions depend on business involvement, age, ownership, the corporation's activities and related-business income. Separate dividend classes alone do not create an exception, so they need a tax review before anyone relies on them.
Estate freezes. An estate freeze exchanges the owner's common shares for fixed-value preferred shares so that future growth goes to new common shares held by the next generation or a trust; it is a tax and legal exercise in which every step has to be documented in the register.
Family trusts. A family trust can hold shares for several beneficiaries. A family trust has its own tax and reporting obligations. Many are subject to a 21-year deemed-disposition rule, but filing requirements and the timing have exceptions. It needs a lawyer and a tax plan before the shares are issued to it.
Everything in this section is general information, not advice. Which classes a company should have, and who should hold them, depends on the owners, the business and the tax position of each person involved.
Three situations
These are illustrations with round numbers, not client stories.
A two-owner trades company. Two tradespeople incorporate "50/50" and get to work. The incorporation filing names one of them as the incorporator and sole director, 100 shares are shown as issued to that person, and no register is ever written. Six years later the second owner wants to leave and be bought out. The register shows nothing in their name, the resolutions show no issue or transfer, and the T2 returns have reported them as a 50% shareholder the whole time. The two sets of records contradict each other, and a buyout that should have taken a meeting takes lawyers on both sides to settle what the second owner actually holds.
A clinic bringing in an associate. A practice owner offers an associate 20% of the company. The associate's lawyer asks for the minute book, the securities register and the certificates. There is a minute book with the articles in it and nothing else. Before the associate can buy in, the original share issue to the owner has to be confirmed by resolution, the register has to be created from the registry profile and the tax returns, and the dividends paid to the owner's spouse for the past four years turn out to have gone to someone the register has never shown as a shareholder, which becomes a tax question before it becomes a deal.
A founder selling after ten years. A founder agrees to sell the company's shares and plans to claim the lifetime capital gains exemption. The buyer's lawyer finds that the shares were moved to a holding company in year seven, but the register was never updated and no certificate was cancelled or issued. First establish who legally owns and sells the shares. If the holdco owns and sells the opco shares, the holdco cannot claim the founder's personal capital-gains exemption. Correcting the register alone does not restore it. Until the records are rectified and the tax position is confirmed, the buyer has a reason to hold back part of the price.
How Finvo sets it up
At incorporation. The Full set-up option works the share structure through with you and sets up the central securities register, the minute book, the first resolutions and the director and shareholder registers, with share certificates issued. With the Simple start or Share classes options, the register can be added. Prices for each option are on the incorporation page and the business pricing, confirmed after a free call.
For a company that already exists. Through our corporate records service and minute book upkeep, we compare what you have with the registry profile and the shareholder information in your T2 returns, rebuild the register from the evidence, prepare the confirming resolutions and certificates from standard templates, and keep it current as shares change hands.
Finvo is not a CPA firm and not a law firm: we prepare the records and handle the filings, we do not give legal opinions, and complex structures such as an estate freeze or a family trust need a lawyer, who we work alongside. Not sure incorporating is right yet? Try the Should I incorporate? calculator and read when incorporating makes sense.
This guide is general information for companies in BC and Alberta and federal corporations, checked against the three Acts and the CRA's pages on 30 Oct 2026. Rules have exceptions and can change; it isn't legal or tax advice for your situation.