Does Your Corporation Need a Minute Book in Ontario?
As a business owner you may ask, does your corporation need a minute book in Ontario? In short, yes.
What is a minute book and what are your obligations as an owner of a company to keep it current? A corporation’s minute book is a record of the business’ activities. This book documents all transactions that affect and involve your corporation.
All corporations in Canada and Ontario are required by law to maintain a minute book with accurate records. It is best to let your lawyer, prepare, maintain, and keep your minute book to ensure it does not fall in the wrong hands. The Ontario Business Corporation Act requires all businesses regardless of size to comply with this legislation.
Where should the minute book be kept?
When you open a new business in Ontario and make the decision to incorporate it, you need to have a registered office from which you operate the business. This is where the minute book should be kept. The book should include;
- Copies of all notices
- A securities register
- Minutes of meetings
- Resolutions of shareholders
- A register of directors
- By-laws, amendments, and copies of unanimous shareholder agreements
Alternatively, you can let your lawyer keep the minute book. This is actually a good idea because this way it won’t be easily misplaced or destroyed. You don’t want your minute book to fall in the wrong hands because not everyone should have privy to its content.
Are there consequences for not having a minute book?
Does your corporation need a minute book? This is the question most business owners in Ontario ask. Not many imagine there are consequences for not having one. Since the minute book is an obligation by the law, it’s only natural that those who do not comply will face the repercussions.
Whether you register your business federally or provincially, you are required to maintain a minute book with accurate records otherwise you’ll incur government-imposed penalties. Other consequences include private lawsuits, adverse tax consequences, and even interruption of your corporation’s business.
The process of incorporating your business in Ontario
Now, how do you go about incorporating a new business?
It’s recommended that you first talk to legal and tax professionals to fully understand what it means to incorporate a business. Once you have made up your mind, then you can file articles of incorporation. This is what you need to register your corporate in Ontario.
A minute book helps you keep track of all your business transaction. The Book should have accurate documentation of your corporation’s business activities. Failure to prepare and maintain a minute book opens you up to private lawsuits and other liabilities you are better off avoiding.