What corporate records is an Ontario corporation required to keep and who is responsible?

The Ontario Business Corporations Act requires every Ontario corporation to maintain a registered corporate records office and to keep certain books and records there, including the articles and by-laws, any unanimous shareholders agreement, minutes of meetings of directors and shareholders, resolutions of directors and shareholders, a register of directors and officers, and a register of shareholders and their share holdings.

Directors are ultimately responsible for ensuring these records are maintained. In practice, the task is typically delegated to the corporate secretary or to the corporation's lawyer, but the legal obligation remains with the board. Failure to maintain proper records can have practical consequences: banks may refuse financing, purchasers may walk away from a transaction, and the corporation's governance decisions may be challenged.

Annual maintenance is the minimum. At a minimum, corporations should pass annual director and shareholder resolutions, keep the share register current, and update the minute book whenever major decisions are made — such as changing directors or officers, issuing shares, passing by-laws, or approving significant contracts. Many small Ontario corporations fall years behind on minute book maintenance; catching up before a sale, refinancing, or legal dispute is almost always more expensive than keeping current. A corporate lawyer can review and update your minute book efficiently.