Corporate Records in Ontario

The Ontario Business Corporations Act outlines specific requirements for corporations to maintain their records. These records should be kept at the registered office or another designated location in Canada, as determined by the directors. The records must contain important information, including articles, by-laws, amendments, unanimous shareholder agreement (if any), minutes of meetings and resolutions of shareholders, notices of directors and changes, and a securities register. Furthermore, corporate records should contain shareholder resolutions related to several aspects, such as capital dividends, eligible dividends, non-eligible dividends, management bonuses, and share redemptions. At Roberts & Obradovic Law, our business lawyers in Toronto can assist you in ensuring that your corporate records are accurate and comprehensive. Whether you need help drafting, recording, or reviewing your records, our team of experts is here to help.

What Corporations in Ontario Need to Know about Corporate Records

The Ontario Business Corporations Act requires corporations to keep, at its registered office or at any other place in Canada designated by the directors, records containing: 

  • Articles, by-laws, and all amendments thereto;
  • A copy of the unanimous shareholder agreement, if any;
  • Minutes of meetings and resolutions of shareholders;
  • Copies of all notices of directors and notices of change; and
  • A securities register. 

Corporate records should contain resolutions of shareholders pertaining to:

  • Capital dividends from the non-taxable portion of the capital dividend account (CDA)
  • Eligible dividends from the general rate income pool (GRIP)
  • Non-eligible dividends from the low-rate income pool (LRIP)
  • Management bonuses
  • Share redemptions

If you need help with your corporate books or records, contact Roberts & Obradovic business lawyers. We can help draft, record, or review your corporate records for accuracy and completeness. 

Why Are Corporate Records Important? 

Having corporate records and keeping them up to date benefit a company in many ways, including: 

  1. Provide a way to track and identify the corporation’s sources of income;
  2. Determine what expenses are deductible and which ones are eligible for input tax credits (ITCs);
  3. Allows auditors to easily identify and determine income and taxable revenues;
  4. Establishes the company’s profit and loss and eventually, the value of your business; 
  5. Helps you compare company performance;
  6. Helps you prepare forecasts and budgets; and
  7. Shows the financial health of the company.

Preparing and ensuring your corporate records are kept up to date is of utmost importance, particularly if you become subject to a tax audit or plan to sell your business sometime in the future. Our corporate lawyers at Roberts & Obradovic Law can help! Contact us for a free, no-obligation consultation to discuss your needs! To get in touch with us, simply give us a call at (647) 724-5179 or fill out our contact form.