Where does an Ontario corporation have to keep its minute book?

Under the Ontario Business Corporations Act, the corporate records that must be maintained — including the minute book — must be kept at the corporation's registered office in Ontario or at some other location in Ontario designated by a resolution of the directors.

In practice, many corporations keep their minute book with their corporate lawyer, who acts as the registered agent or simply holds the records as a professional courtesy. Some corporations maintain their own minute books at their principal place of business. It is also increasingly common for minute books to be maintained in electronic form with appropriate access controls, though physical and electronic records both have to meet the same content requirements.

What matters is that the records are accessible to those who have a legal right to inspect them. Under the Act, shareholders, directors, and certain creditors can request to inspect corporate records during normal business hours. If your corporation's records are held by a lawyer or service provider, make sure you know how to access them and that the access is genuine rather than theoretical. During a business sale or financing transaction, the minute book will need to be reviewed quickly, so knowing its location and confirming it is up to date in advance is worth the small time investment.