Verification of Organization’s Identity

If your client or the third party is an organization, you must:

  • verify the organization,
  • verify any individual who gives instructions on its behalf, and
  • identify directors, shareholders, and owners of the organization.

Examples of organizations include corporations, societies, trusts, partnerships, cooperatives, and unincorporated associations.

The general requirements of verification apply. You must refer to valid, original, and current documents or information. You must obtain and retain a copy of every document used to verify identity. You may keep these documents and records in a machine-readable or electronic form, if a readable paper copy can be readily produced from it.

You must verify the identity of organizations at the time that you engage in or give instructions with respect to the receipt, payment, or transfer of funds, but in any event later than 30 days thereafter. You are not subsequently required to re-verify that individual’s identity or obtain new information unless you have reason to believe the information, or the accuracy of it, has changed. See Rule 1545(12).


Step 1: Verify the Organization

The source documents that you will use for verifying an organization will depend on the type of organization.

Corporation or Society
If the organization is a corporation or society that is created by or registered pursuant to statute, then consult a government organization or the organization itself to obtain written confirmation of the existence, name, and address of the organization, including the names of its directors.

Appropriate source documents that constitute written confirmation of the existence, name, and address of the organization could include:

  • a certificate of corporate status,
  • an annual return, or
  • any other similar record that can be obtained from a public body and that confirms the organization’s existence.

See Rule 1545(6)(e).

Other Organizations
If the organization is not a corporation or society that is registered in a government registry, you may rely on any reliable documents, even if they do not come from a government source, such as:

  • copies of constating documents,
  • articles of association,
  • partnership agreements
  • documents which create or amend a trust, or
  • other records that confirm the organization’s existence, such as GST registration or information relating to the organization’s business license.

This list is not exhaustive. See Rule 1545(6)(f).


Step 2: Verify Individuals Instructing You

For this step, verify every individual who will instruct you on behalf of the organization. These individuals might be directors, officers, trustees, employees, or others. They may also change over time. Verify any new individual who is authorized to instruct you.


Step 3: Identifying Directors, Shareholders, and Owners

Pursuant to Rule 1545(7) you must:

  • obtain and record the names and occupations of all directors (unless the organization is a securities dealer as defined in Rule 1501),
  • make reasonable efforts to obtain and record:
    • the names, addresses and occupations of all persons who own, directly or indirectly, 25 per cent or more of the shares in the organization,
    • the names and addresses of all trustees and all known beneficiaries and settlors of any trust, and
    • information establishing ownership, control, and structure of the organization.

To obtain beneficial ownership information, trust information, and/or ownership, control, and structure information, you can have the entity provide it, either verbally or in writing. For example, the organization can:

  • provide you with official documentation,
  • tell you the beneficial ownership information and you can write it down for record-keeping purposes, or
  • The entity can fill out a document to provide you with the information.

You must take reasonable measures to confirm the accuracy of the information obtained. See Rule 1545(8). This can include referring to official documentation or records, such as:

  • articles of incorporation,
  • annual returns,
  • certificate of corporate status,
  • shareholder agreements,
  • partnership agreements, or
  • meeting minutes.

It is also acceptable to have the client sign a document to confirm the veracity of the beneficial ownership information, as well as ownership, control and structure information obtained. In this case, it is possible for one document to be used to satisfy the two distinct steps, namely, to obtain the information and to confirm the accuracy of it.

Other reasonable measures can include:

  • Asking the client to provide supporting official documentation,
  • Conducting an open-source search, and/or
  • Consulting commercially available information.

In all cases, keep dated records that set out the information that you obtained, and the measures you took to confirm the accuracy of the information. See Rule 1545(9).