For law firms and accountants

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

Filing work that sits next to the book

Federal annual returns and ISC filings are made online with Corporations Canada, for $12 per annual return online. Ontario annual returns are filed in the Ontario Business Registry with the company key, and an intermediary who files on a client's behalf may charge its own fee on top of the $0 government fee.

Corporations Canada also offers express service for $100 plus the regular fee, with a service standard of four business hours online. Changes to ISC information are free to file online.

Source: www.ised-isde.canada.ca

Unanimous shareholder agreements

A written agreement among all the shareholders that restricts the directors' powers is valid under section 146. If one person beneficially owns every issued share, a written declaration by that person restricting the directors is treated as a unanimous shareholder agreement. Anyone who later buys shares is deemed to be a party; a buyer who was not told about the agreement may rescind the purchase within 30 days of learning of it. A copy of any such agreement belongs in the minute book under section 20.

Source: laws-lois.justice.gc.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

Filing ISC information with Corporations Canada

Since January 22, 2024, corporations under the Canada Business Corporations Act must also file their ISC information with Corporations Canada: when they incorporate, every year together with the annual return, within 15 days of recording a change in the register, and within 30 days of a certificate of amalgamation or continuance.

Some of what is filed becomes public: the full legal name, the dates control began and ended, the description of control, and the address for service, or the residential address if no address for service is given. Date of birth, citizenship and tax residence are not published, and information about anyone under 18 stays private until they turn 18. Not filing can lead to a refused certificate of compliance, administrative dissolution, or a fine of up to $100,000.

Source: www.ised-isde.canada.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

Form of Ontario records and certificates

Since a 2023 amendment, section 139 of the OBCA says a required record may be kept in any form. The corporation must take adequate precautions against falsification and be able to produce the information in an accurate, intelligible form within a reasonable time for anyone entitled to see it.

Under section 22, Ontario shares are in registered form without nominal or par value. Section 56 lists what goes on the face of a share certificate: the corporation's name, words such as Incorporated under the law of the Province of Ontario, the holder's name, and the number and class of shares. A director's election or appointment is effective only with written consent given before or within ten days after it, although a later written consent also validates it (section 119(9) and (10)). Section 148 lets a corporation that is not an offering corporation skip the auditor for a year if all shareholders consent in writing.

Source: www.ontario.ca