What share records does an Ontario corporation legally have to maintain?
The Ontario Business Corporations Act requires every Ontario corporation to maintain a securities register at its registered office or at another location in Ontario specified by a directors' resolution. The securities register must record, for each class and series of shares: the name and most recent address of each shareholder, the number of shares held, the date and particulars of the issuance of each share, and the date and particulars of any share transfer.
The securities register is part of the broader corporate minute book, which also includes the articles of incorporation and any amendments, the by-laws, minutes of shareholders' meetings and directors' meetings, the shareholder agreement (if any), and directors' and officers' resolutions.
Shareholders have the right to inspect the corporation's share register and certain other records. Third parties — for example, a potential buyer doing due diligence — will also request access to the minute book as part of any acquisition.
Keeping the minute book current is a legal obligation, not just a housekeeping preference. Many Ontario private corporations fall behind on this, which creates problems when the business is eventually sold or when financing is sought. A corporate lawyer can help you bring an out-of-date minute book up to compliance.
Key takeaways
- Ontario corporations must maintain a securities register recording all shareholders and their shareholdings.
- The register is part of the minute book along with minutes, resolutions, and corporate documents.
- Shareholders have statutory rights to inspect the securities register.
- An out-of-date minute book creates complications on sale or financing and should be remedied promptly.