Electronic Canadian Minute Book
A complete, professionally typeset minute book for a federal or Ontario corporation, prepared from your details.
What's in the 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.
- Six registers. Directors, officers, shareholders (securities register), transfers, and individuals with significant control, pre-filled from your order.
- No-par share certificates. Certificates with a security-style border, corporate mark, restriction legend and transfer form for each shareholder.
- Annual resolution templates. Directors' and shareholders' annual resolutions, including the unanimous audit exemption consent.
Choose federal CBCA or Ontario OBCA at checkout.
Federal (CBCA) minute bookOntario (OBCA) minute book
What section 20 of the CBCA requires you to keep
A federal corporation must prepare and maintain, at its registered office or another place in Canada the directors designate, four groups of records: the articles and by-laws with every amendment and a copy of any unanimous shareholder agreement; the minutes and resolutions of shareholders; copies of the notices of directors filed under sections 106 and 113; and a securities register that complies with section 50.
Separately, the directors' own minutes and resolutions and adequate accounting records must be kept, and the accounting records must be retained for six years after the end of the financial year they relate to. A corporation that fails to comply without reasonable cause commits an offence punishable by a fine of up to $5,000.
Source: laws-lois.justice.gc.ca
What section 140 of the OBCA requires
An Ontario corporation must prepare and maintain, at its registered office or another place in Ontario designated by the directors: its articles, by-laws and amendments with any unanimous shareholder agreement known to the directors; minutes and resolutions of shareholders; a register of directors showing each person's name, residence address including street and number, an email address if one was provided, and the dates they became and ceased to be a director; a securities register under section 141; a register of ownership interests in land in Ontario; and a register of individuals with significant control.
It must also keep adequate accounting records and the minutes and resolutions of the directors and their committees. Accounting records must be kept for six years from the end of the last fiscal period they relate to.
Source: www.ontario.ca
Written resolutions and one-shareholder meetings
Under section 142 of the CBCA, a resolution in writing signed by all the shareholders entitled to vote on it is as valid as if it had been passed at a meeting, and a written resolution dealing with everything an annual meeting must handle satisfies all of the Act's meeting requirements. A copy must be kept with the minutes of shareholder meetings.
Where a corporation has only one shareholder, that shareholder present in person or by proxy constitutes a meeting. Unless the by-laws say otherwise, a quorum is the holders of a majority of the voting shares. Most owner-managed corporations therefore run their year-end business entirely on signed written resolutions kept in the minute book.
Source: laws-lois.justice.gc.ca