Built around the OBCA
Every document in the book cites the Business Corporations Act (Ontario) by section, so the by-law, resolutions and certificate legend line up with the statute your corporation is under.
| Requirement | Section | What it means |
|---|---|---|
| Records to keep | s. 140 | Articles, by-laws, minutes, resolutions, register of directors, securities register |
| ISC register | s. 140.2 | Individuals with significant control, in force since January 1, 2023 |
| Electronic records | s. 139 | Permitted if reproducible in readable form |
| No par value | s. 22 | Shares are without nominal or par value |
| Share certificates | s. 56 | Required contents and restriction notation |
| Director consent | s. 119(9) | Written consent before or within 10 days; a later written consent also validates it |
| Audit exemption | s. 148 | All shareholders must consent |
Since July 5, 2021, Ontario no longer requires any director of an OBCA corporation to be a resident Canadian.
Section references are summarized from the official statute. This is not legal advice.
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
Ontario's land register
Ontario adds a record that the federal Act does not have: a register of the corporation's ownership interests in land in Ontario. It must identify each property and show the date it was acquired and, where applicable, the date it was disposed of. Copies of deeds, transfers or similar documents that show the municipal address, the land registry or land titles division with the property identifier number, the legal description and the assessment roll number must be kept with it. A corporation that owns no Ontario land keeps the register blank rather than leaving it out.
Source: www.ontario.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
Ontario meeting timing
Directors of an Ontario corporation must call an annual meeting of shareholders no later than eighteen months after the corporation comes into existence, and afterwards no later than fifteen months after the previous annual meeting. The Act also permits shareholder meetings held by electronic means.
After incorporation, an incorporator or director may call the first directors' meeting on at least five days' notice. Directors may make, amend or repeal by-laws by resolution; the change takes effect immediately and must be submitted to the shareholders at the next meeting, where it can be confirmed, rejected or amended.
Source: www.ontario.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
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