What's included
About 30 pages across eight tabbed sections, prepared with your corporation's details.
| Tab | Section | Contents |
|---|---|---|
| Tab 1 | Constating documents | Corporate summary page; insert your certificate and articles behind it |
| Tab 2 | By-laws | General By-law No. 1, with enactment and confirmation block |
| Tab 3 | Organizational resolutions | Directors' resolutions with signature page, shareholders' resolutions |
| Tab 4 | Consents and subscriptions | Consent to act for each director, subscription for each shareholder |
| Tab 5 | Registers | Directors, officers, securities, transfers, individuals with significant control |
| Tab 6 | Share certificates | No-par certificates with legend, transfer forms and stubs |
| Tab 7 | Annual resolutions | Annual directors' and shareholders' resolution templates |
| Tab 8 | Minutes and resolutions | Index page for later minutes and resolutions |
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.
Not included: filing with Corporations Canada or the Ontario Business Registry, legal advice, tax advice, or custom share structures. Talk to a lawyer about anything beyond a standard setup.
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
Seal and registered office
Section 13 of the OBCA says a corporation may, but need not, have a corporate seal. Section 14 requires a registered office in Ontario at all times, at the location in the articles or as changed by resolution.
Source: www.ontario.ca
Ontario government fees that touch the minute book
The Ministry charges $300 to incorporate, whether online (processed immediately) or by mail (15 business days). Articles of amendment cost $150, amalgamation $330, revival $330 and articles of dissolution $25. Initial returns, notices of change and annual returns under the Corporations Information Act cost nothing when filed with the Ministry.
Each of those filings produces a certificate or confirmation that belongs in the minute book next to the resolution that authorized it.
Source: www.ontario.ca
Financial statements at the annual meeting
Section 155 requires the directors to place comparative financial statements before the shareholders at every annual meeting, covering a period that ended not more than six months before the meeting, together with any auditor's report. In a small corporation the annual shareholders' resolution usually records receipt of those statements.
A non-distributing corporation with fifty or fewer shareholders entitled to vote is not required to send a form of proxy with the notice of meeting.
Source: laws-lois.justice.gc.ca