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.
Do I need a corporate seal?
No. Neither the CBCA nor the OBCA requires a corporate seal, and documents are not invalid because a seal is not used.
Do the share certificates show a par value?
No. Shares of CBCA and OBCA corporations have no nominal or par value, so the certificates state that the shares are without par value.
Does it include an ISC register?
Yes. Federal and Ontario private corporations must keep a register of individuals with significant control. The book includes one, pre-filled with your registered shareholders, plus guidance on what to confirm.
Is this legal advice?
No. We prepare documents from the information you give us. We do not review your situation or recommend a share structure. Review by a lawyer licensed in your province is recommended, especially before you sign.
Can my law firm or accountant order for clients?
Yes. The book is white-label inside, with no seller branding, so firms can deliver it under their own cover letter. See our page for law firms and accountants.
How is it delivered?
By email as a PDF after your order is confirmed. You can print it, sign it, and keep the signed copies or signed electronic copies with your records.
Do you charge GST or HST?
Prices are shown and charged in Canadian dollars. If Canadian sales tax applies to your purchase, it will be shown at checkout before you pay.
Registered office and access to the book
A federal corporation must always have a registered office in the province named in its articles. The directors may move it within that province, but a notice of the new address must reach Corporations Canada within fifteen days.
Shareholders and creditors, their personal representatives and the Director may examine the section 20(1) records during usual business hours and take extracts free of charge. Each shareholder may also ask for one free copy of the articles, the by-laws and any unanimous shareholder agreement. Records may be kept outside Canada only if they can be inspected through a computer terminal or other technology at the registered office or another designated place in Canada during regular office hours.
Source: laws-lois.justice.gc.ca
Who can see an Ontario minute book
Registered holders, beneficial owners and creditors, with their agents and legal representatives, may examine the section 140(1) records, other than the ISC register, during usual business hours and take extracts free of charge. The corporation may, but is not required to, let a person examine the records in clauses 140(1)(a) to (e) remotely by any technology and take extracts that way. Records may be kept elsewhere if they can be accessed by technology at the registered office.
Source: www.ontario.ca
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
When a federal director's election takes effect
Under section 106(9), someone elected or appointed as a director who was present at the meeting and did not refuse the office becomes a director. Someone who was absent becomes a director only if they consented in writing before the election or within ten days after it, or if they have acted as a director under that election. A signed consent filed in the minute book removes any doubt.
Source: laws-lois.justice.gc.ca
Federal annual meeting timing and the auditor
Section 133 requires the directors to call an annual meeting not later than eighteen months after the corporation comes into existence, and afterwards not later than fifteen months after the last one and no later than six months after the end of the preceding financial year. The court can extend that time on application.
Under section 163, shareholders of a corporation that is not a distributing corporation may resolve not to appoint an auditor. The resolution lasts only until the next annual meeting and is valid only if every shareholder consents, including holders of non-voting shares. Directors approve the financial statements under section 158, evidenced by a director's signature.
Source: laws-lois.justice.gc.ca