What records is an Ontario corporation required to keep?
Ontario corporations incorporated under the Business Corporations Act are required to maintain a minute book — a set of corporate records — at their registered office or at another location in Ontario designated by the directors. Failure to maintain proper records is a compliance issue that can create legal and practical problems, including difficulties when selling the corporation or obtaining financing.
Required records include: articles of incorporation and any amendments, by-laws and any amendments, minutes of director and shareholder meetings, resolutions of directors and shareholders, a register of directors, a register of shareholders, and a register of transfers of shares.
Annual corporate maintenance involves filing an Annual Return with the Ontario government, holding annual directors' and shareholders' meetings (or passing resolutions in lieu), and recording any significant corporate decisions such as declaring dividends, approving financial statements, appointing officers, or changing banking arrangements.
Many corporations — particularly small owner-operated businesses — fall behind on minute book maintenance and later face a significant (and expensive) catch-up process when they want to sell, bring on investors, or deal with an estate. Getting records in order before they become urgent is far cheaper than emergency remediation.
Key takeaways
- Ontario corporations must maintain a minute book containing corporate records as prescribed by the OBCA.
- Required records include articles, by-laws, director and shareholder registers, and meeting minutes.
- Annual corporate maintenance includes filing Annual Returns and recording major decisions.
- Neglected minute books create problems when selling, financing, or dealing with estates.