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Ontario's Corporate Record-Keeping Requirements

Ontario's Corporate Record-Keeping Requirements

It can be easy to forget all the legal obligations you have as a corporate owner. We are not talking about taxes, which are always with us. With your incorporation comes reporting and record-keeping requirements that never go away. Do you know what those requirements are? Failure to meet reporting and record-keeping requirements could prove very costly with fines or other penalties involved.

Corporate Record-Keeping Requirements

Every corporation must keep certain records relating to the management and ownership of the corporation. This includes:

  1. The articles of incorporations, any amendments, amalgamations, etc.

  2. By-laws of the corporation. By-laws are set up by the company to govern how it operates. Typical things covered in by-laws include:

  • The procedure for a meeting of the board (including notice, quorum, and casting or tie-breaker votes).

  • Appointment and duties of officers and committees.

  • Issuance of shares.

  1. For any debt obligations issued by the corporation, a register that show the name, residential, or business address of each person who hold debt obligations; an email address for any debt holder who has approved electronic reception of information or documents; the date on which anyone identified as a debt holder became a debt holder, as well as the date any such person ceased to be a debt obligation holder; as well as the debt obligations of each debt holder.

The procedure for meetings of shareholders (including record date, notice, quorum, and voting).

  1. A register of directors that includes the name, residential address, email address (if the director has agreed to receive information electronically, the date upon which the person became a director, and the date upon which that person ceased to be a director.

  2. An officers register, with the same information for each officer

  3. Minutes of all meetings of directors and shareholders.

  4. Current list of the full name and address of each officer or agent along with their occupation.

  5. A shareholder's ledger setting out, among other things:

  • The date the shares were issued from the corporation's treasury.

  • The share certificate number representing the issued shares.

  • Transfer number if the shares were transferred from one shareholder to another.

  • Information about to whom the shares were transferred or issued.

  • If shares are transferred (not issued from treasury), information about the shareholder that transferred the shares.

  • The total number of shares of a particular class or series held by a shareholder.

  1. Records containing minutes of meetings and resolutions of the directors and any committee thereof.

  2. Records containing minutes of meetings and resolutions of shareholders.

  3. A register of ownership interests in land.

Examination of records by shareholders and creditors

A shareholder is entitled, on request, to a free copy of the articles and by-laws of the corporation.

In addition, shareholders, their agents, and legal representatives, as well as creditors of the corporation, can request to examine a corporation's records during the usual business hours of the corporation. These individuals may take extracts from the records for free.

Get Assistance Complying With Your Record-Keeping Obligations

If you have a corporation in Mississauga and you’re not sure what your legal reporting obligations are as a business owner or director of that corporation, then we can help.

We know how confusing it can be to figure out all the different rules for corporations operating within Ontario. That’s why we make it our mission to provide clear explanations about what your responsibilities are as a business owner or director of that corporation so that you don’t have to worry about making mistakes.

You should never feel like there is something wrong with your company. If there is an issue with compliance then we will tell you right away so that you can fix it before any problems arise. Our team has over 14 years of business law experience which means they understand exactly how these issues come up and how they should be handled from start to finish. Let us take care of everything for you!

Call us today at 647-977-7749 to schedule an appointment to talk through all the details about your specific situation and to get advice on the next steps.