A minute book is not a formality. It is where the company proves who owns it, who can sign for it, and what was decided. When a bank, a buyer or the CRA asks, an incomplete minute book stops the transaction — and it stops it at the worst possible moment, usually a week before closing.
Our charges include applicable taxes. Disbursements are extra and billed at cost — itemized upfront, in writing, never hidden.
From $1,128.87 taxes included
The Business Corporations Act (Ontario) requires a corporation to keep records: its articles and by-laws, minutes of shareholder and director meetings and the written resolutions that replace them, a register of directors, a securities register showing who holds the shares, and the share transfer records. They are kept at the registered office, or another place in Ontario the directors designate.
These are not private papers. Shareholders and directors have statutory rights to examine certain records, and creditors have rights within limits. The book has a defined audience and it should be written as if that audience will read it.
In practice most small corporations never hold a meeting, and that is allowed — written resolutions signed by all the directors, or all the shareholders, do the same job as a meeting. But they have to be written, signed and kept. "We agreed on the phone" is not a corporate record, and it is not evidence of anything a year later.
Since 1 January 2023, private OBCA corporations must maintain a register of individuals with significant control — broadly, anyone who holds or controls 25% or more of the shares by votes or by fair market value, directly, indirectly, beneficially or jointly. It is kept with the corporation's other records rather than filed publicly, and tax and law enforcement authorities can require access to it.
There are penalties for failing to create or maintain it, and they can reach directors and shareholders personally, not just the corporation. This is by a distance the most commonly missing item in minute books that were opened before 2023 and never revisited.
The OBCA also requires a register of the corporation's ownership interests in land in Ontario, with supporting documents such as the PIN, the municipal address and the registration details. If the company owns property, or once did, that register belongs in the book too.
Selling the business. The buyer's lawyer reads the minute book to confirm the seller owns the shares they are selling. Missing share certificates, shares everyone assumed were issued but never were, a director who resigned in 2019 and was never removed — each of these delays closing, and each one hands the buyer a reason to hold back part of the price or demand an indemnity.
Borrowing. Lenders want a certified copy of the borrowing by-law and a resolution authorising the specific loan, signed by the current directors. If the by-law does not exist and the director register is wrong, funding does not happen that week.
Tax. A dividend requires a directors' resolution declaring it, dated on or before it is paid. Salary has to be actually paid, remitted and recorded. If your accountant reports a dividend and there is no resolution behind it, the position is weak the moment anyone looks.
Rectification is ordinary work and most small corporations need it eventually. The job is to reconstruct: pull the current corporate profile from the Ontario Business Registry, compare what it says about directors, officers and address to what is actually true, rebuild the share ledger from whatever evidence exists — bank records, tax filings, old agreements — and pass confirming resolutions ratifying what was in fact done.
Where the public record is out of date, corrections are filed at the same time. Changes of director, officer or registered office are supposed to be reported within 15 days, and several years of unreported changes is common rather than unusual.
Once the book is current, keeping it that way is small: annual resolutions approving the financial statements and appointing directors and officers, a resolution for each dividend before it is paid, and an update to the securities register and transparency register whenever shares or people change. Roughly an hour a year, against days of work and lost leverage if it is left.
Under the OBCA: the articles and by-laws, minutes of shareholder and director meetings and the written resolutions used instead, registers of directors and officers, a securities register recording who owns the shares, share transfer records, share certificates, and — since 1 January 2023 — a register of individuals with significant control. If the corporation holds land in Ontario, a register of ownership interests in land with supporting documents. The records are kept at the registered office or another Ontario location the directors designate.
A register of individuals with significant control, required of private OBCA corporations since 1 January 2023. It captures individuals holding or controlling 25% or more of the shares by votes or by fair market value — including beneficial owners and people with direction over shares, and certain joint holdings. It is not filed publicly; it lives with the corporation's records and must be produced to tax and law enforcement authorities on request. Failing to maintain it carries penalties that can attach to directors and shareholders personally.
You have to do the annual business — approving financial statements, appointing directors and officers, and dealing with the auditor question. For a small corporation, written resolutions signed by all shareholders and all directors do this without a meeting, which is what almost everyone does. The requirement is that it happens and that it is documented, not that people sit in a room.
It gets fixed. The usual approach is to compare the public registry record against reality, rebuild the share history from the available evidence, pass confirming resolutions ratifying past acts, and file the corrections the registry needs. It is far cheaper to do this at a quiet moment than under a purchase agreement with a closing date, when the same work has to be done in a week and the buyer is watching.
Our corporate work starts at $1,128.87, taxes included, published on our pricing page. Government fees for any registry corrections are extra and billed at cost — the Ontario annual return and most director and officer change filings carry no Ministry fee.
Open your file tonight — a licensed Ontario lawyer will confirm everything with you by tomorrow.