Keeping your Ontario corporation compliant. Minute book updates, annual resolutions, the Transparency Register, and corporate record-keeping — handled by a Toronto business lawyer.
· Reviewed by Jonathan Kleiman, J.D.
Every Ontario corporation has ongoing legal obligations that go beyond running the business. The Ontario Business Corporations Act requires corporations to maintain proper records, pass resolutions, file annual returns, and keep a current minute book. Failing to do so creates problems at the worst possible time — when you are selling the business, seeking financing, or defending a lawsuit.
The minute book is the official legal record of your corporation. It contains:
If your minute book was set up at incorporation and never updated since, it is incomplete — and that creates legal and commercial risk.
Every buyer and their lawyer will review the minute book during due diligence. Missing resolutions, incomplete share registers, or an outdated Transparency Register can delay or derail a business sale.
Lenders and investors require a current minute book. If your corporate records do not accurately reflect the current state of the corporation — who the directors are, who owns the shares, what resolutions have been passed — financing may be delayed or refused.
Maintaining proper corporate records is one of the factors courts consider when deciding whether to "pierce the corporate veil" — holding shareholders personally liable for corporate debts. Sloppy record-keeping weakens the corporate liability shield.
Ontario corporations must file an annual return with the Ontario Business Registry and maintain the Transparency Register (since January 1, 2023). Non-compliance can result in the corporation being dissolved.
Free 30-minute consultation. No fee, no obligation.
Since January 1, 2023, every Ontario private corporation must maintain a register of individuals with significant control (ISCs) — persons who own or control 25% or more of the corporation's shares or votes, directly or indirectly.
The register must include the individual's name, date of birth, residential address, jurisdiction of residence, the date they became an ISC, and the nature of their control. It must be kept at the corporation's registered office and updated within 15 days of any change.
Jonathan Kleiman provides corporate maintenance services for Ontario corporations of every size:
Flat-fee pricing on all corporate maintenance work. Call 416-554-1639 or book a free consultation.
Common questions about corporate maintenance in Ontario.
The official record of your corporation's legal documents — articles of incorporation, bylaws, resolutions, share certificates, and registers. Every Ontario corporation is required to maintain one.
An outdated minute book causes problems when selling the business, obtaining financing, or defending a lawsuit. Buyers, lenders, and courts expect current corporate records.
Since January 2023, Ontario private corporations must maintain a register of individuals who own or control 25%+ of shares or votes. It must be kept at the registered office and updated within 15 days of changes.
At minimum, annually — to approve financial statements, elect directors, and appoint officers. Also update whenever shares change hands, directors change, or the registered office moves.
A current minute book protects your corporation and keeps deals on track. Flat-fee corporate maintenance. Free 30-minute consultation.