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Corporate minute books

Region: Ontario Answer # 227

Every business has several legal requirements they must follow. After your business has been incorporated and you receive your certified Articles of Incorporation, there are several things that you should do.

Minute book

First, you must prepare a minute book. A minute book is a chronicle of resolutions and a resource of important corporate documents. Examples of documents that must be kept in the minute book are the Articles of Incorporation, the rules and by-laws of the corporation, registers of the directors, shareholders, number of shares issued, and the minutes of director and shareholder meetings.

Share certificates

Share certificates may also be kept in the minute book. Share certificates are the actual pieces of paper that show who owns shares in the corporation.

Shareholders and directors register

You must create a shareholders and a directors register. A shareholders register is a list that records each class of shares issued, who holds the shares, and how many shares each person owns. A directors register is a list that records the name and address of each director, the date each director was elected, and, if applicable, the date on which his or her term as director ended.

Seal

Finally, you may want to buy a seal with the name of your corporation imprinted on it. A seal is stamped on documents and may be required for some business and banking procedures.

NEW Ontario Business Registry

Businesses can now complete over 90 transactions online through the new Ontario Business Registry. This includes:

  • register a new business name
  • renew an existing business name
  • dissolving an existing business
  • incorporate, dissolve and change a corporation or not-for-profit or charity
  • search for a business or not-for-profit corporation
  • file notices and other documents under other business law statutes

Currently, mailing or emailing documents is also still available.

Registering existing business: Existing businesses and not-for-profits who wish to access their profile or file documents using the Registry will require a Company Key. Businesses can submit a request for their company key at Ontario.ca/BusinessRegistry.

New businesses and not-for-profits should visit the Ontario Business Registry: all services page for instructions on how to create and register their new business.

Anyone can do a free search of the Ontario Business Registry to get basic information about a business or not-for-profit corporation.

Some offices closed

As a result of the launch of the new Registry, six service counters across Ontario will no longer endorse articles submitted under the Business Corporations Act. As well, the ServiceOntario counter at 375 University Avenue in Toronto has closed. Visit ServiceOntario for information on what offices are still open and what transactions can be completed in-person.

Corporations Annual Returns

As of May 15, 2021, the Canada Revenue Agency no longer accepts corporations’ annual returns on behalf of Ontario. Corporations whose annual returns were due during the period of May 15, 2021 through October 18, 2021 were exempt from filing. Corporations who have an annual return due on or after October 19, 2021 must file their annual returns in the Registry.

 

More info

More information about incorporating a business in Ontario can be found from ServiceOntario. For information about federal incorporation, visit Government of Canada, Federal Corporations.

Get legal help

Incorporating a business and formulating the proper corporate records are complex and detailed legal matters. For legal advice and assistance, contact our preferred experts at Kalfa Law, or call them now at 1-800-631-7923.


 

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