Archive | Canada Corporate Registries

Your corporation must have at least one director. The number of directors is specified in youArticles of Incorporation. Shareholders elect directors at the shareholders’ meeting by amajority of votes. An individual may be the only shareholder, the only director and the only officer. Canada Corporate Minute Books. In order to keep your corporation in good […]

Quorum Unless a quorum of shareholders is present or represented at annual or special shareholders’ meetings, no business that is binding on the corporation can be conducted. A quorum is present at a meeting when the holders of a majority of the shares entitled to vote at the meeting are present in person or represented […]

The annual meeting may be held in Canada at a place specified in the by-laws. Or, if the by-laws do not specify a location, directors may choose one. An annual meeting may be held outside Canada only in cases where the corporation’s articles permit it or if all voting shareholders agree. Also, where the corporation’s […]

The directors must notify voting shareholders of the time and place of a shareholders’ meeting.They must do so no more than 60 days and no fewer than 21 days before the meeting date.For example, if the meeting is to be held on May 20, the notice of the meeting should be sent no earlier than […]

At minimum, the agenda of an annual meeting must include the following items: consideration of the financial statements; appointment of an auditor (or a resolution of all shareholders not to appoint an auditor); and election of directors. Often, the agenda includes an additional item, “any other business.” This portion of the meeting allows shareholders to […]

The CBCA and Provincial Business Corporations Act, states that a corporation “… must hold a shareholders’ meeting on a date that is no later than 15 months after holding the last preceding annual meeting, but no later than six months after the end of its preceding financial year.” Alternatively, shareholders may pass a resolution in […]

A corporation must prepare financial statements. There is no requirement to file these statements with Corporations Canada or your provincial registries office. Financial statements must be prepared in accordance with the Generally Accepted Accounting Principles, as set out in the Canadian Institute of Chartered Accountants Handbook.You must provide copies of your financial statements to your […]

At the shareholders’ meeting, shareholders must, by ordinary resolution, appoint an auditor to audit the corporation’s financial statements. However, shareholders may decide by a unanimous resolution (voting and non-voting shares) not to appoint an auditor.The requirement for an auditor increases the reliability of the financial statements and improves protection for stakeholders. Canada Corporate Minute Books. […]

You must notify Corporations Canada or your provincial registries office of any change in the board of directors within 15 days following the change: when new directors are appointed, or when individuals cease to be directors. You must also notify Corporations Canada or your provincial registries office of any change of residential address of a […]

Moving the registered office within the province or territory indicated in the articles, Your corporation must notify Corporations Canada (for Federal Companies) or your Provincial Registries office (For Provincial Corporations) of any change to its registered office address(e.g. if the corporation moves) within 15 days following the change. The corporation must also provide the new […]