By Sharad Gondaliya, CPA
When you run an Ontario corporation from abroad, the minute book is your proof of who owns and controls it. Canadian banks ask for it when you open an account. CRA may ask for it in a review. A buyer or investor will ask for it before any deal. Here is what it must contain and how to keep it current from outside Canada.
Open Corporation for $35 is a department of Gondaliya CPA.
What an Ontario corporation must keep
| Record | What it shows |
|---|---|
| Articles of incorporation and any amendments | The corporation’s legal name, share classes and director range |
| By-laws | Internal rules for meetings, officers and banking |
| Minutes and written resolutions | Decisions of directors and shareholders |
| Register of directors | Names, addresses and dates of every director |
| Register of officers | President, secretary and other officers |
| Securities register | Who owns which shares, and when they were issued |
| Register of transfers | Every change in share ownership |
| Register of individuals with significant control | The people who ultimately own or control 25% or more |
| Unanimous shareholder agreement, if any | Rules agreed by all shareholders |
The records are kept at the registered office or another place in Ontario chosen by the directors. They can be kept electronically.
Resolutions right after incorporation
These are usually signed in the first week:
- Adopt the general by-law.
- Appoint officers, such as president and secretary.
- Issue shares to the first shareholders and record the subscription price.
- Set the fiscal year-end.
- Approve the banking arrangements and signing authority.
- Waive the audit, when all shareholders consent.
As a non-resident, you sign these electronically. No visit or notary is needed for the corporation’s own records.
Open Corporation for $35 is a department of Gondaliya CPA. The same team that incorporates you can help keep these records up to date.
Every year
- Directors approve the financial statements and place them before the shareholders, who elect directors.
- Shareholders confirm the audit waiver, where they choose not to have an audit.
- Directors review the register of individuals with significant control at least once a year.
- File the Ontario annual return within 6 months after the fiscal year-end. The government fee is $0.
When something changes
| Change | What to do |
|---|---|
| New or departing director | Resolution, update the register, Notice of Change within 15 days |
| New registered office address | Resolution, Notice of Change within 15 days |
| Share transfer or new shares | Resolution, update the securities register and transfer register |
| New individual with significant control | Update the register within 15 days of learning of it |
Why banks care
For a non-resident-owned corporation, banks check the register of directors, the securities register and the individuals-with-significant-control information against your identity documents. A complete minute book shortens the account opening process. We help you open a Canadian business account without visiting Canada, and a clean minute book is part of that file.
Open Corporation for $35 is a department of Gondaliya CPA. Questions? Please email info@opencorporationfor35.ca.
FAQs
Do I need a physical minute book?
No. Electronic records are accepted if they can be produced when required.
Can my foreign parent company sign resolutions?
Yes, as shareholder, through its authorized signing officer.
Who is Open Corporation for $35?
Open Corporation for $35 is a department of Gondaliya CPA. Gondaliya CPA is a CPA Ontario firm in Toronto, led by Sharad Gondaliya, CPA.
Start your corporation the right way
Please start at opencorporationfor35.ca or email info@opencorporationfor35.ca. Related reading: individuals with significant control in Ontario. Open Corporation for $35 is a department of Gondaliya CPA.
