Ontario maps “virtual presence”: How governance and data access shape Canadian reach over cryptocurrency assets

The Ontario Superior Court has issued a detailed roadmap for when foreign crypto platforms and their affiliates can be subjected to Canadian restraint and management orders, anchoring jurisdiction in evidence of possession and a sufficient "virtual" presence in Canada.

In R. v Binance Holdings Limited, 2025 ONSC 7113, the court clarifies that centralized control, regulator-facing undertakings, and cross-entity data access may create obligations for multiple related entities, thus pulling foreign operators into Canadian jurisdiction even when formal corporate legal separateness is maintained.

Background

Canadian investigators traced approximately $65,000 CAD worth of bitcoin, obtained through an alleged fraud perpetrated against a Canadian victim, to three accounts associated with the Binance ecosystem, in particular to Nest Services Limited, a Seychelles-based entity that held registered users' assets and data. The accounts had been voluntarily frozen by Binance since it was notified of the fraud.

The Attorney General for Ontario sought orders for restraint and management of these assets as "offence-related property" under the Criminal Code¹ (the Application).

Binance did not dispute that the assets were "offence-related property," but opposed the Application on jurisdictional grounds, contending that only Nest held the assets and the Ontario court lacked jurisdiction over its other entities: Binance Canada Holdings Ltd. (BHL), Binance Canada Capital Markets Inc. (BCCM), Binance Canada Ltd. (BCL), Binance Canada Asset Management Inc. (BCAM), and Binance Canada Holdings Ltd. (BCH). Each of these other Binance-related entities performs distinct functions within the Binance ecosystem, with varying degrees of control over the platform, as well as differing levels of access to Binance's data and client assets.

The issue in dispute was therefore to determine which "persons" had possession of the assets and whether those persons were present in Canada, including by virtue of a virtual presence.

Analysis

On presence in Canada: BCL and BCCM were plainly present in Canada as Alberta-registered corporations. The court found Nest had a sufficient virtual presence in Canada based on Binance's own reporting to the Ontario Securities Commissionshowing hundreds of thousands of Ontario accounts, substantial asset holdings at the relevant time, and continued platform functionality for Ontario users, amounting to carrying on business in Canada.

Although the court acknowledged aspects of Binance's integrated operations, it refused to lift BHL's corporate veil, reaffirming that veil-lifting in Ontario is exceptional and unnecessary where effective relief can be directed at entities with proven possession and Canadian presence. The orders were ultimately issued against BCL, BCCM, and Nest, and were denied against BHL, BCAM, and BCH, reflecting a practical, evidence-based approach tied to possession and a Canadian presence.

On possession of the assets: The court held that Nest physically custodied the bitcoin, and also found constructive possession for several affiliated entities, specifically BHL, BCCM, and BCL. This conclusion was based on their knowledge of the assets detention by Nest, the retention of the assets for others' benefit, and the demonstrated control evidenced through undertakings and regulatory filings with the Ontario Securities Commission). The court further noted BCL's control over BCCM and its active participation in Ontario litigation supported the constructive-possession finding. Conversely, the court declined to find constructive possession for BCAM or BCH because both entities were dissolved.

Governance and corporate law takeaways

For boards, executives and in house counsel of firms involved in the crypto sector, such as cryptoasset trading platforms and money services businesses, this decision underscores that connected operations, regulatory undertakings and reporting, and cross entity data access can create Canadian obligations despite the entities' formal corporate legal separateness.

In practical terms, these firms should maintain data localization maps and inventories detailing where wallets and data ledgers are located, and who has access to them across entities. This mapping should also specify where their customers reside, and which entities service them. Such documentation reduces inadvertent constructive-possession risk and supports defensible responses to Canadian orders.

Finally, legal and product teams should revisit user terms and conditions, governing law/forum, and disclosures concerning asset control to align the public contracting posture with corporate legal separateness and operational realities.

Internal investigation and compliance takeaways

The case also underscores the value of early cooperation: Binance's voluntary freeze of the relevant accounts since 2021 demonstrates the benefits of rapid preservation, cross-entity coordination, and readiness to execute judicial orders.

That said, centralized access to systems and data is double-edged. It accelerates response and reporting but can also evidence constructive possession. Businesses should thus define lawful access pathways, documentation, and privilege protocols for cross-border data.

Furthermore, proactive scenario testing should validate which entities "have possession," how quickly assets can be secured or transferred, and what records corroborate those steps if a restraint order is filed.

During freezes, litigation holds or transfers, coordinated communications between stakeholders (including users, regulators, and banking partners) should follow vetted processes and procedures that explain legal basis, timing, and user impacts, while preserving privilege.

Footnotes