What documents should be kept in a corporation's minute book in Ontario?

A corporate minute book is the official record of a corporation's governance and history. Ontario corporations are required by the Business Corporations Act to maintain certain records, typically kept together in a minute book.

The minute book should contain: the certificate of incorporation and articles of incorporation; any subsequent certificates of amendment, amalgamation, or continuance; the corporation's bylaws (current and any amended versions); the shareholder register listing all shareholders and their holdings; the transfer register recording transfers of shares; the directors register; the officers register; minutes of all directors' meetings and shareholders' meetings (or written resolutions in lieu of meetings); and the securities register.

Many private corporations maintain their minute book in electronic or physical form with a corporate lawyer or registered agent. The minute book is not filed with the government, but it must be available for inspection by shareholders, directors, and the CRA. When a business is sold, the buyer's lawyers will review the minute book carefully during due diligence. A well-maintained minute book accelerates transactions and demonstrates that the corporation has been properly governed. An out-of-date minute book — with resolutions missing years, unsigned share certificates, or stale registers — can delay or complicate deals.