Forming a new Ontario corporation is an important, and sometimes exhausting task. All too often, after the new entity is established, the owners take a deep breath and get back to doing what they do best—running the day-to-day business operations. This is a big mistake. Failure to deal with the paperwork and legal formalities required to properly run your corporation can have disastrous consequences, including the loss of crucial tax benefits and limited liability protection for the owners.
Properly creating and maintain an Ontario corporate minute book is vital. Ontario Corporations that fail to maintain thorough and accurate corporate minute books can face sometimes severe repercussions – in some cases, the corporation may even lose its corporate status and the benefits that come with it, including limited liability for shareholders.
Anyone who sets up a corporation needs to be able to quickly locate key organizational documents. Because these are really the constitution of your corporation, you’ll refer to them again and again. If you have not already done so, the best approach is to set up a corporate minute and records book that contains the key documents.
• articles of incorporation
• minutes of the first directors’ meeting
• stock certificate stubs or a stock transfer ledger showing the names and addresses of your shareholders, as well as the number
and types of shares owned by each
• minutes of annual and special meetings of directors or shareholders, if any, and
• written consents.
Ontario Articles of Incorporation
The first key organizing document all small business corporations must have is their articles of incorporation. An Ontario corporation comes into existence when its articles of incorporation are filed with the Ontario Ministry of Government Services, Companies, and Personal Property Security Branch office. The articles normally contain fundamental structural information, such as the name of the corporation, names, and addresses of its directors, its registered agent and his or her office address, and the corporation’s capital stock structure.
For the majority of small corporations, there is no other important information in this document. However, larger corporations sometimes adopt articles containing special provisions that impact future decision-making processes of the corporation.
Bylaws of the Corporation
The bylaws of a corporation are its second-most important document. You do not file bylaws with the Ontario Companies, and Personal Property Security Branch office. They are an internal document that contains rules for holding corporate meetings and other formalities according to the Ontario Business Corporation Act.
Minutes of the First Directors’ Meeting
When most businesses incorporate, they prepare minutes of the first meeting of the corporation’s board of directors or of the incorporators (the person or persons who signed and filed the articles on behalf of the corporation). This meeting is usually referred to as the organizational meeting of the corporation. Minutes are simply a formal record of the proceedings of a meeting. The organizational meeting is usually held to approve standard items of business necessary for a new corporation to begin doing business.
Records Showing Company Shares Was Issued
A new corporation almost always issues shares to record the ownership interests of the persons who invest in the corporation. Most smaller corporations issue shares for cash, property, or the performance of services that were rendered in forming the corporation. If a small existing business is being incorporated, the business owners have normally issued shares in return for the transfer of business assets to the new corporation.
Minutes of Meetings and Written Consents
If your corporation has been in existence for some time, you may have records of annual and perhaps special corporate meetings.
We provide a personalized Ontario corporate minute book in MS Word and PDF format that includes:
Register of Directors
The resignation of Director Form
Appointment of Corporate Officers
The resignation of Officer Form
Subscription of Shares
Register of Shareholders
Consent and waiver for allotment of shares
Directors’ resolutions approving the allotment of shares
Consent and waiver for transfer of shares.
Shares Transfer Form
Directors’ Resolutions Approving Transfer of Shares
Notice of Organizational Meeting of Incorporators and Directors
Waiver of Notice of Meeting of Incorporators and Directors
Minutes of Organizational Meeting of Board of Directors
Waiver of Notice First Meeting of Shareholders
Minutes First Meeting of Shareholders
Notice to Directors of Regular Board Meeting
Minutes Shareholders Annual Meeting
Minutes Regular Board Meeting