Your corporation's minute book, professionally prepared and ready to sign.
A complete electronic minute book for Canadian corporations: by-law, organizational resolutions, registers, ISC register and no-par share certificates, typeset like a law-firm book and delivered as a print-ready PDF.
Everything a new corporation's minute book needs
Every Canadian corporation must keep its articles, by-laws, resolutions and registers. We prepare them from your details in one organized, tabbed book.
Cover and contents
A designed cover with your corporation's name, number and governing statute, followed by a contents page and notice.
Eight tabbed sections
Printed divider pages with edge tabs so the PDF prints straight into a standard binder.
General By-law No. 1
A complete general by-law covering directors, officers, meetings, shares, indemnity and notices, citing the correct Act.
Organizational resolutions
Directors' and shareholders' resolutions that adopt the by-law, appoint officers, issue shares and set up records.
Consents to act as director
One signed consent per director, as the Act requires before an election takes effect.
Subscriptions for shares
A subscription for each initial shareholder, matched to the share issue resolution.
Written for the Act your corporation is under
Federal and Ontario corporations follow different statutes with different section numbers. Your book cites the right one throughout, from the by-law to the share certificate legend.
| Federal | Ontario | |
|---|---|---|
| Statute | CBCA, R.S.C. 1985, c. C-44 | OBCA, R.S.O. 1990, c. B.16 |
| Records | s. 20 | s. 140 |
| ISC register | s. 21.1 | s. 140.2 |
| Electronic records | s. 22 | s. 139 |
| Share certificates | s. 49 | s. 56 |
Three steps, about ten minutes
- Tell us about the corporation. Name, number, date, registered office, directors, officers and shareholders.
- Pay once. CA$89 through our secure checkout.
- Download your PDF instantly. It is generated the moment payment clears and emailed to you as well. Print, sign and keep it with your records, or keep signed electronic copies.
- Complete tabbed minute book, about 30 pages
- Pre-filled registers and share certificates
- Federal CBCA or Ontario OBCA wording
- White-label inside, ideal for firms
Charged in Canadian dollars. Not legal advice; lawyer review recommended.
Questions people ask
What is a minute book?
A minute book is the official record of a corporation: its articles, by-laws, resolutions, minutes and registers. Canadian corporate statutes require every corporation to keep these records at its registered office or another permitted place.
Is an electronic minute book legal in Canada?
Yes. Section 22 of the Canada Business Corporations Act allows records to be kept by electronic data processing or another storage device that can reproduce them in intelligible written form within a reasonable time. Section 139 of the Ontario Business Corporations Act lets a required record be kept in any form, if the corporation guards against falsification and can make the information available in an accurate and intelligible form within a reasonable time.
Which corporations is this for?
Corporations incorporated under the federal Canada Business Corporations Act (CBCA) or the Ontario Business Corporations Act (OBCA). Other provinces are planned.
What do I receive?
A print-ready PDF minute book of about 30 pages, prepared with your corporation's details: cover, tabbed dividers, by-law, organizational resolutions, consents, subscriptions, registers, share certificates and annual resolution templates.
How much does it cost?
CA$89, one time, charged in Canadian dollars. There is no subscription.
The federal annual return
Every federal business corporation files an annual return with Corporations Canada within 60 days after its anniversary date, which is the date it was incorporated, amalgamated or continued. Filing online costs $12; filing by email or mail costs $40. Corporations Canada sends a personalized reminder and, if nothing is filed, a default notice roughly 90 days after the anniversary.
The annual return is not the T2 income tax return, which goes to the Canada Revenue Agency. A corporation that keeps missing its annual return risks dissolution, and the ISC information has to be filed in the same transaction.
Source: www.ised-isde.canada.ca
The Ontario annual return
Corporations under the Business Corporations Act file an annual return within six months after the end of their taxation year. Since the Canada Revenue Agency stopped accepting these returns on the province's behalf, returns due after October 18, 2021 are filed in the Ontario Business Registry. Filing directly with the Ministry carries no statutory fee; intermediaries who file for you charge their own fee.
To file you need the corporation's company key and its Ontario Corporation Number.
Source: forms.mgcs.gov.on.ca