Carta
Log inSign up

Features

A digital minute book for Ontario corporations

Every Ontario corporation has to keep certain records, and most keep them in a minute book: a binder with tabs for the articles, by-laws, registers, minutes and resolutions. Carta keeps those same sections online, so you can update them the day something changes instead of once a year when your lawyer asks.

The sections you'd find in a paper minute book

Carta is organized the way a lawyer's minute book is. Anyone who has reviewed one, whether an accountant, a bank, a buyer's lawyer or a CRA auditor, can find what they're looking for without a tour.

  • Articles of incorporation, by-laws and shareholder agreements, pinned as governing documents
  • Directors and officers register, with appointment and resignation dates
  • Shareholder ledger and transfer register, built from each issuance, transfer and cancellation
  • Stated capital, debt obligations and land registers
  • Register of individuals with significant control (ISC)
  • Members register for not-for-profit corporations under the ONCA
  • Minutes of directors' and shareholders' meetings, resolutions and conflict of interest declarations

Records that stay current

Paper minute books fall behind because updating them means a trip to the lawyer's office or a box in a closet. In Carta, recording a new director or a share issuance takes a minute, and the registers recalculate holdings and percentages on their own.

Every change is written to an audit log with the person, the time and what changed, so the history of the book is as reliable as its current state.

Ready when someone asks for it

Banks ask who can sign. Accountants ask for the shareholder register at year-end. A buyer's lawyer asks for the whole book during due diligence. You can give an accountant or lawyer read-only access to the workspace, send them generated PDFs, or export the full minute book as a single file.

Common questions

Is a digital minute book allowed in Ontario?

Yes. The Business Corporations Act (Ontario) allows a corporation to keep its records in electronic form, as long as they can be reproduced in readable form within a reasonable time. The same applies to not-for-profits under the ONCA.

Do I still need a lawyer?

Carta keeps the records; it doesn't give legal advice. Many owners keep their own minute book and bring in a lawyer for unusual transactions, such as a sale of the business, a new class of shares or a dispute between shareholders.

Can I move an existing paper minute book into Carta?

Yes. Upload the scanned articles, by-laws and past resolutions to the document vault, then enter the current directors, officers and shareholdings in the registers. Most small corporations can do this in an afternoon.

Related

Corporate registersDirectors, shareholders, stated capital, debt and land, kept as registers rather than spreadsheets.Document vaultArticles, by-laws and signed copies, with every version kept.Document generatorAnnual resolutions, consents, by-laws and share certificates as signable PDFs.What an Ontario corporation's minute book has to containThe records section 140 of the OBCA requires, and where they have to be kept.OBCA and ONCA corporations: what's different about the recordsHow for-profit and not-for-profit record keeping differ in Ontario.

Keep your minute book in Carta

Registers, resolutions, documents and the annual paperwork for your Ontario corporation, in one place. Organizations created during the open beta keep a free perpetual license.

Create your free accountSee all features