Corporate maintenance
& minute book.
Annual resolutions, registers, filings, and minute books brought up to date, so your Ontario corporation's records hold up when a buyer, lender, or partner opens them.
· Reviewed by Jonathan Kleiman, J.D.
Ontario Bar
250+ reviews
consultation
What is corporate maintenance?
Corporate maintenance is the yearly and event-driven paperwork that keeps an Ontario corporation's records accurate and its filings current. The Ontario Business Corporations Act requires every corporation to keep certain records, and the Corporations Information Act requires it to file an annual return and report changes.
None of it is complicated. It just doesn't get done, because nothing happens when it's skipped, until the day someone asks for the minute book.
What goes in an Ontario minute book?
Section 140 of the Business Corporations Act lists the records every Ontario corporation must keep. They go at the registered office or another place in Ontario the directors choose:
- Articles and by-laws, with every amendment, and any unanimous shareholder agreement
- Minutes and resolutions of shareholders
- Minutes and resolutions of directors and any committee
- A register of directors, with addresses and the dates each started and stopped
- A securities register showing every share issued and transferred
- A register of individuals with significant control
- A register of ownership interests in land in Ontario, with copies of the deeds or transfers
- Adequate accounting records, generally kept for six years after the period they relate to
The land register is the one most owners have never heard of. If the corporation holds real estate, the register has to identify each property and show when it was acquired and, if applicable, sold.
What has to happen every year, and when
| Task | When | What it involves |
|---|---|---|
| Annual shareholder approvals | No later than 15 months after the last one (18 months after incorporation for the first) | Usually written resolutions instead of a meeting: receive the financial statements, elect directors, and appoint an auditor or consent to the audit exemption |
| Annual director approvals | Each year, before the shareholders sign | Approve the financial statements and appoint officers |
| Annual return | Within six months after the end of the tax year | Filed through the Ontario Business Registry. Missed filings can lead to dissolution. |
| Significant-control review | At least once each financial year | Take reasonable steps to confirm the register is accurate, complete, and up to date, and record those steps |
| Director, officer, or address change | Within 15 days of the change | Resolutions and registers updated, and a notice of change filed |
| New significant-control information | Within 15 days of learning of it | Recorded in the significant-control register |
| Shares issued or transferred | When it happens | Directors' resolution, securities register, and certificates if the corporation uses them |
| Land bought or sold | When it happens | Land register updated with a copy of the deed or transfer |
The register of individuals with significant control
Since January 1, 2023, Ontario private corporations have had to keep a register of the individuals with significant control over them. Under sections 1.1 and 140.2 of the Act, that's anyone who holds, beneficially owns, or controls shares carrying 25% or more of the votes or 25% or more of the value of all outstanding shares, and anyone with influence that would give them control in fact.
For each person, the register records their name, date of birth, latest known address, tax residence, the dates they became and stopped being an individual with significant control, and how they qualify. It also records the steps the corporation took each year to keep it accurate. Ontario corporations keep the register themselves instead of filing it publicly, but police, tax authorities, and certain regulators can request it.
A corporation that fails to keep the register can be fined up to $5,000. A director or officer who knowingly allows it, or knowingly records false information, faces a fine of up to $200,000, up to six months in jail, or both. Federal corporations have their own version of the rule and file the information with Corporations Canada.
Need your corporate records updated?
Free 30-minute consultation. Flat fee quoted before any work starts.
When someone opens your minute book
A minute book gets read at the moments that matter most: a sale, a loan, an investor, a fight between owners, or a death.
- Selling the business. The buyer's lawyer reads it in due diligence. Gaps in the securities register or missing share issuances can delay a sale or get priced into it.
- Financing. Lenders want proof of who the directors are, who owns the shares, and that the borrowing was properly authorized.
- A dispute between owners. When shareholders disagree about who owns what, the registers and resolutions are the first evidence anyone looks at.
- An owner's death or incapacity. The estate trustee or attorney needs to know exactly what the shares are and who can act for the corporation.
Courts rarely ignore a corporation's separate existence, and good records don't change that test. What they do is prove what the corporation decided and owned, and that company and personal affairs were kept apart. That's the evidence you want when anyone questions it.
Missed filings and dissolution
If a corporation doesn't file its annual returns or other required filings, the Director under the Act can give notice and, if the default isn't fixed within 90 days, dissolve it. Owners often find out when a bank account freezes or a closing stalls.
A dissolved corporation can usually be revived, but it's paperwork you don't want, and property a corporation still owns when it's dissolved can be forfeited to the Crown in the meantime. Filing the annual return each year is the cheapest insurance against all of it.
How a stale minute book gets brought up to date
The rule: don't backdate
A resolution signed today should be dated today. Where something needs to take effect earlier, such as a share issuance that everyone treated as done years ago, the document says so on its face: confirmed now, effective as of the earlier date. A buyer's lawyer can tell the difference, and so can a court.
- RebuildStart from the real record: the articles and filings on the Ontario Business Registry, the corporation's tax returns and financial statements, and the bank records showing who paid for shares. The question is what actually happened, not what would be convenient.
- ConfirmThe current directors and shareholders sign resolutions confirming the history: the share issuances, the directors elected, the officers appointed, and the financial statements approved for each missed year.
- RegisterThe securities register, the director register, and the significant-control register are rebuilt to match, along with the land register if the corporation owns property.
- FileAny missing annual returns and notices of change go to the Ontario Business Registry so the public record matches the minute book.
If the owners disagree about what happened, confirmation isn't possible, and correcting the registers takes a court order. That's a Superior Court application, and Jonathan refers it to trusted litigation counsel. For the owner-to-owner side of that, see the shareholder dispute page.
A minute book costs little to keep and a lot to rebuild, usually in the middle of a deal, with a deadline.
How Jonathan helps: what's included and what's not
Corporate maintenance is done on a flat fee, quoted before anything starts.
Included
- Free 30-minute consultation
- Minute book review, with a written list of what's missing
- Catch-up of minute books that are months or years behind
- Annual director and shareholder resolutions, including the audit exemption consent
- Share issuances and transfers, with the securities register and certificates
- Director and officer changes, with notices of change
- Setting up and maintaining the significant-control register and the land register
- Annual returns through the Ontario Business Registry
- Articles of amendment, such as name changes and new share classes
- Revival of a corporation dissolved for missed filings
Not included
- Court applications to rectify disputed registers, which are referred to trusted litigation counsel
- Tax filings, including the corporate tax return, HST, and payroll, which are for your accountant
- Securities law compliance for corporations that offer shares to the public
Call 416-554-1639 or book a free consultation.
FAQs.
Common questions about corporate maintenance in Ontario.
What is a corporate minute book?
It's the set of records an Ontario corporation is required to keep: its articles and by-laws, minutes and resolutions of shareholders and directors, the registers of directors and securities, the register of individuals with significant control, and a register of any land it owns. It's the proof of who owns the company, who runs it, and what it has decided.
Is a minute book legally required in Ontario?
Yes. Section 140 of the Business Corporations Act requires every Ontario corporation to prepare and maintain these records at its registered office or another place in Ontario chosen by the directors. A one-person corporation is no exception.
What happens if my minute book is not up to date?
Usually nothing, until you need it. Then a sale, a loan, an investor, a dispute between owners, or an estate stalls while the records are rebuilt. Separately, failing to keep the significant-control register is an offence, and missing annual return filings can lead to the corporation being dissolved.
What is the register of individuals with significant control?
Since January 1, 2023, Ontario private corporations must keep a register of individuals who hold, own, or control shares carrying 25% or more of the votes or 25% or more of the value, or who can control the corporation in fact. Changes have to be recorded within 15 days of the corporation learning of them, and the register must be reviewed at least once a year. Ontario corporations keep the register themselves instead of filing it publicly.
Do I need to hold an annual meeting?
Not in person. Under the Business Corporations Act, a written resolution signed by all the shareholders entitled to vote can deal with everything an annual meeting would. For most private corporations, annual written resolutions are how the year gets approved.
Does my corporation need an auditor?
Not if it isn't an offering corporation and all the shareholders consent in writing to the audit exemption for that year. The consent is needed every year, which is why it belongs in the annual resolutions.
Can a minute book that is years behind be fixed?
Yes, almost always. The fix is to rebuild the history from the corporation's real records and have the current directors and shareholders confirm what happened, dated the day they sign. If ownership itself is disputed, the registers may need a court order to correct, and that's a Superior Court application.
How much does corporate maintenance cost?
Jonathan does corporate maintenance on a flat fee, quoted before any work starts. A catch-up on a minute book that's several years behind is quoted after a look at what's there. The first 30-minute consultation is free.
Minute book out of date?
A current minute book protects your corporation and keeps deals on track. Flat-fee corporate maintenance. Free 30-minute consultation.