Are you looking for help with minute books in Ontario? All provinces in Canada, including Ontario, have laws governing the incorporation of corporations.
The laws explain how a corporation should comply with the requirements. One aspect of business law in Ontario is the need for any corporation to maintain a minute book. This is normally a book that has all the shareholder information in it.
Read on to learn more about the Ontario Business Corporations Act requirements. We will also discuss share certificates, the Canada Revenue Agency, and shareholder meetings. We understand that minute books are not interesting. However, if you plan to have other shareholders, it’s required by law. Do not leave yourself open to business lawsuits.
The government can request to see your minute book at any time. Therefore, you should have it available. These records must be help at one of the company’s offices in Canada.
ClearWay Law lawyers can help corporations who need to keep their minute books updated. You can also learn more about us. If you want to speak to a business lawyer for a free consultation, contact us below. Also, we have business lawsuit lawyers who are available for dispute resolution.
Complying with the law
In addition to keeping your own business details organized and complying with the law, a minute book is important in the event that any government office requests to see your records. This material should be updated regularly and kept in a safe location. While the day-to-day of keeping the business operation is important, you can’t afford to neglect this important fact and comply with the laws- you must have a minute book, and it should be accurate.
Some of the most common reasons that your minute book can be requested include:
- You are returning to your existing articles of incorporation to make an amendment
- The Canada Revenue Agency is auditing your business
- You are selling your company to someone else
- An outside professional is coming in to give you tax or financial advice and needs to review the books as the foundation
- A major shareholder is preparing to sell shares
- Your business needs additional financing
The last thing you want to discover is that your minute book is not accurate when an outside government agency has requested to view it. Get the peace of mind that comes with knowing that your minute book is organized and ready for any of the above-mentioned reasons. Our professionals have extensive experience in updating, reviewing, and recording in these books.
Why You Need to Keep a Minute Book in Ontario
Keeping a minute book is required by law for all corporations in the province of Ontario and throughout Canada. One of the sets of law is the Ontario Business Corporations Act. There is also the federal Canada Business Corporations Act (CBCA). You can see some key information about the business laws below.
You must put together accounting statements and have them ready. The company can follow any kind of accounting rules that are used in Canada or the USA. You can do them yourself, hire a bookkeeper, or an accountant. They must be honest and accurate. It normally does not require an audit, which is expensive.
You do not need to file the accounting records with the government. However, you do need to send them to your shareholders three weeks before your AGM. Minute books in Ontario need to be done correctly.
What transactions are recorded in a corporate minute book?
- Appointment of directors and officers
- Resignation of directors and officers
- Changes in the address of the corporation
- Changes in the addresses of directors, officers, shareholders
- Transactions related to issuance and transfer of shares
- AGM notes
Consequences of Failing to Keep a Minute Book in Ontario
If you do not have the minute book, your corporation is not in good standing. Banks and investors will likely ask to see your minute book.
Any shareholders can ask at any time to see:
- the companies articles of incorporation
- the shareholder agreement (which normally has the bylaws in them)
- the AGM minutes
- the share certificates
Shareholders cannot ask at any time for:
- notes from management meetings
Failure to maintain a minute book in Ontario can lead to:
- Penalties and fines from the government
- Audit by the CRA or unfavourable taxes
- Business interruption
- Shareholder disputes
Hire a lawyer from ClearWay Law to maintain and keep your minute book
Get a lawyer to update and store your minute book in Ontario
Lawyers are knowledgeable with business law in Ontario, and are familiar with:
- Requirements and compliance related to maintaining minute books
- The process for updating minute books
- The frequency and regularity of updating
- Lawyers can store the minute book safely, protecting it from
- Being lost or destroyed
- Parties who are not allowed to view the minute book
- Having a lawyer update the minute book prevents chances of fraudulent transactions
Contact a lawyer to maintain your minute book in Ontario
Get an initial consultation with a top business lawyer through ClearWay. If you need help with minute books in Ontario, we can connect you with a law firm.
ClearWay can be reached through our customer toll-free number:
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Author: Alistair Vigier is the CEO of ClearWay Law