Corporate Record Retention in Ontario: How Long Must You Keep What?

How long do you need to keep your corporation's records? This is one of the most practical questions Ontario business owners ask — and one of the least-understood. The answer isn't a single number: different types of records have different minimum retention periods, set by different laws (provincial and federal), and some records should be kept permanently.

Getting this wrong has costs in both directions. Destroying records too soon can leave you exposed in a CRA audit or litigation. Keeping mountains of unnecessary paper (or digital files) creates its own administrative burden. This guide gives you a practical framework for corporate record retention in Ontario.

The Key Laws That Govern Retention

Record retention for Ontario corporations is governed by multiple overlapping legal regimes:

• **The Business Corporations Act (Ontario) (OBCA)** — governs corporate records (minute book, registers)
• **The Income Tax Act (Canada)** — sets retention periods for tax and accounting records
• **The Excise Tax Act (Canada)** — governs HST/GST records
• **The Employment Standards Act (Ontario)** — governs employment records
• **The Limitations Act (Ontario)** — sets time limits for lawsuits, which affects how long you want to keep records that might be needed in litigation

There is no single "keep everything for X years" rule. Let's go category by category.

Category 1: Permanent Corporate Records (Keep Forever)

Some records should never be destroyed. These are the foundational documents of the corporation itself:

• Certificate of incorporation (or articles of incorporation)
• All articles of amendment (name changes, share structure changes)
• Corporate by-laws and all amendments
• Special resolutions
• Registers — register of directors, register of officers, register of shareholders
• Register of individuals with significant control (ISC)
• Share certificates and the securities register
• Certificate of dissolution (if the corporation is dissolved)

These documents prove the corporation's legal existence, ownership history, and governance decisions. They cannot be reconstructed if lost, and there is no expiry on their relevance. Keep them permanently in a secure minute book (physical or digital).

Category 2: Tax and Accounting Records (Generally Six Years)

The CRA requires that corporations keep all records and supporting documents necessary to determine their tax obligations and entitlements for six years from the end of the last tax year to which they relate, as of writing.

This includes:

• Corporate income tax returns and all schedules
• HST/GST returns and supporting records
• Financial statements (balance sheets, income statements)
• Bank statements and cancelled cheques
• Accounts payable and receivable records
• Payroll records and T4 slips
• Invoices, receipts, and contracts that support amounts claimed as income or expense

Verify this retention period with the CRA — current guidance is available at canada.ca/cra. The six-year window is measured from the end of the relevant tax year, not from the date the document was created.

An Important Exception: Open Tax Years

If there is an ongoing tax dispute, objection, or appeal, the records relating to the disputed year must be kept until the matter is fully resolved — even if that extends beyond six years. Never destroy records related to a year under audit or appeal.

Category 3: Employment Records

Ontario's Employment Standards Act requires employers to retain certain employment records for three years from the date the record was made or the employment relationship ends (as of writing — verify current requirements with the Ontario Ministry of Labour). These include:

• Names and addresses of employees
• Hours worked each day and week
• Wages paid
• Vacation pay calculations
• Written agreements relating to employment terms

Employment records that relate to a human rights complaint, workplace safety claim, or litigation should be kept until all proceedings are finally resolved.

Category 4: Corporate Minute Book (Annual Resolutions)

Annual directors' and shareholders' resolutions in the minute book do not have a destruction date — best practice is to retain them permanently or for the life of the corporation plus the applicable limitation period.

Even after dissolution, retain the minute book for at least six years (for CRA purposes) and ideally longer, given that limitation periods for certain corporate claims can extend further in specific circumstances.

Category 5: Contracts and Commercial Documents

There is no single rule here — the relevant retention period depends on when the contract could give rise to a claim. Under Ontario's Limitations Act, the basic limitation period for most civil claims is two years from when the claimant knew or ought to have known about the claim. The ultimate limitation period is fifteen years from the act or omission.

For material contracts (real estate, major suppliers, key customers, intellectual property), the practical advice is to retain them for the duration of the relationship plus at least two to six years after the relationship ends. For significant transactions, consider keeping records permanently.

Practical Record Retention Tips

Digitize Where Possible

Ontario law generally permits electronic records, provided they are accurate, accessible, and reproducible in paper form. Scanning physical documents and storing them securely in the cloud or on encrypted drives is acceptable and reduces physical storage burden.

Label Records Clearly

A filing system that clearly identifies the document type and the year it relates to makes retention management far easier. If you need to find a 2019 payroll record in 2027, you need to be able to locate it quickly.

Establish a Destruction Protocol

Don't just delete or shred casually. Document when records are destroyed, what was destroyed, and why the retention period was satisfied. This protects you if someone later questions whether a document was improperly destroyed.

After Dissolution

The dissolution of the corporation does not end your record retention obligations. Keep all records (tax, employment, minute book) for the applicable periods after dissolution.

Frequently asked questions