What an Ontario corporation's minute book has to contain

Records the OBCA requires

Section 140 of the OBCA sets out the records a corporation has to keep. In practice, a complete minute book for a small Ontario corporation contains:

• The articles and any amendments, the certificate of incorporation, and the by-laws
• Any unanimous shareholder agreement
• Minutes of shareholders' meetings and shareholders' resolutions
• Minutes of directors' meetings and directors' resolutions
• A register of directors with each director's name, residential address and the dates they became and stopped being a director
• A securities register recording the shares issued, who holds them and every transfer
• A register of individuals with significant control, required since January 1, 2023
• Adequate accounting records

Where the records have to be kept

The records must be kept at the registered office or at another place in Ontario the directors designate. Many corporations keep the minute book at their lawyer's office, which is fine as long as the directors have designated it.

The Act allows records to be kept electronically, as long as they can be reproduced in readable form within a reasonable time. A digital minute book meets the requirement if it's complete and accessible.

Who is entitled to see them

Directors can examine all the records. Shareholders and creditors can examine certain records during normal business hours, including the articles and by-laws, shareholder minutes and resolutions, the directors register and the securities register. Directors' minutes and the accounting records are generally for directors only.

Why it matters even when nobody is checking

Nobody inspects a small corporation's minute book on a schedule. Problems show up later: a bank won't open an account without proof of who the directors are, a buyer's lawyer finds share issuances that were never approved, or the CRA asks for the resolution that declared a dividend. Missing records can usually be fixed with ratifying resolutions, but it's slower and more expensive than keeping them current.