Corporate Minute Book

Section 140 of the OBCA requires every Ontario corporation to prepare and maintain at its registered office (or at another location approved by the shareholders) the following records: the articles of incorporation and any amendments; the by-laws and any amendments; any unanimous shareholder agreement; minutes of meetings and resolutions of shareholders; a register of shareholders (showing each shareholder's name, address, and the shares held); a register of transfers (recording every transfer of shares); a register of directors (showing each director's name, address, and dates of service); and a register of officers. A corporation that fails to maintain adequate records can face fines under the OBCA and will encounter serious difficulties in a business sale, refinancing, or audit.

The OBCA requires directors to call an annual general meeting (AGM) of shareholders within 15 months of the previous one and no later than 6 months after the end of the corporation's financial year. At the AGM (or by written resolution in lieu), shareholders typically: receive and approve the financial statements; elect or re-elect directors; appoint or waive appointment of auditors; and deal with any other business. Directors must also pass annual resolutions, including to approve the financial statements and to authorize dividends. In practice, most closely-held Ontario corporations handle these requirements through written resolutions rather than formal meetings, as permitted by s. 104(1) of the OBCA, provided the resolutions are signed by all shareholders entitled to vote.

The share register is a chronological record of every person who has held shares in the corporation, the number and class of shares held, and the dates of acquisition and disposition. It is the definitive record of ownership. The transfer ledger records each transfer of shares — the date, the transferor, the transferee, the number and class of shares transferred, and the consideration paid. In a business sale, the purchaser's lawyer will scrutinize the share register and transfer ledger to verify that the vendor actually owns what they claim to own. Gaps, inconsistencies, or missing records create title risk and can delay or derail a transaction entirely.

Many small business owners neglect their corporate records for years, then discover the problem when they try to sell their business, refinance a property held by the corporation, or deal with a CRA audit. A disorganized or incomplete minute book creates real legal risk: missing director election resolutions mean no one has valid authority to sign on behalf of the corporation; missing share issuance resolutions mean share ownership is in question; missing financial statement approvals can attract OBCA fines; and historical errors in the share register can create disputes about who owns what. Restoring a neglected minute book — reconstructing historical resolutions, locating missing documents, and updating all registers — is time-consuming and expensive. Keeping records current from the outset is far more efficient.