By Corporate Minute Books Canada
Congratulations on incorporating your business in Canada! As you embark on this exciting journey, ensuring compliance with regulations is crucial. This article from Corporate Minute Books Canada will guide you through the essential corporate records you need to maintain and other key obligations for a successful and well-managed company.
Maintaining Corporate Records: The Foundation of Good Governance
Your corporation is legally obligated to keep specific records at its registered office, or another designated location within Canada. These records serve as a vital historical account of your company’s activity and demonstrate good corporate governance. They also provide transparency for shareholders and creditors who have the right to access them upon request.
Here’s what your corporate records should include:
Incorporation Documents:
- Articles of amendment, including amendments or restated articles of incorporation.
- By-laws and any subsequent amendments.
- Any unanimous shareholder agreements.
Meeting Records:
- Minutes of all meetings held by directors and shareholders.
- Resolutions passed by shareholders.
Filing Notices:
Form 2 – Initial Registered Office Address and First Board of Directors.
Form 3 – Change of Registered Office Address.
Form 6 – Changes Regarding Directors. (Note: Original signed copies of online filings must also be kept with your records.)
Shareholder and Security Records:
- A share register showing the names, addresses, and details of shares held by all shareholders.
- A securities register containing information on security holders (current and past): names, addresses, number of securities held, and details of issuance and transfer of each security.
Please note: Minutes of director meetings, director resolutions, committee minutes, and accounting records are not accessible to shareholders and creditors.
Benefits of Maintaining Accurate Corporate Records:
- Compliance: Demonstrates adherence to Canadian corporate law and avoids potential fines.
- Transparency: Provides accountability to shareholders and creditors.
- Historical Reference: Serves as a valuable resource for future decision-making and dispute resolution.
- Protection: Strengthens your corporate status and safeguards directors and shareholders from personal liability issues.
Other Corporate Obligations for Canadian Businesses
Beyond record-keeping, several other key obligations are essential for your corporation’s smooth operation:
Appointing an Auditor: At annual shareholder meetings, shareholders vote on appointing an auditor to review the corporation’s financial statements. This step increases the reliability of financial reports and provides greater protection for stakeholders. However, non-distributing corporations can opt-out by unanimous shareholder resolution (including both voting and non-voting shares).
Preparing Financial Statements: Your corporation must prepare financial statements in accordance with the Generally Accepted Accounting Principles (GAAP) outlined in either the CPA Canada Handbook – Accounting or the CPA Canada Public Sector Accounting Handbook. In specific cases, distributing corporations might be eligible to use U.S. GAAP. Consulting a lawyer or another professional can help determine the appropriate standard for your company.
Sharing Financial Statements: At least 21 days before your annual shareholder meeting, you must provide copies of your financial statements to shareholders.
Maintaining accurate corporate records and fulfilling these essential obligations are fundamental aspects of responsible corporate governance. By working with Corporate Minute Books Canada, you can ensure your company complies with regulations and has the tools needed for transparency and long-term success.
Corporate Minute Books Canada offers a convenient and affordable Minute Book Preparation Service, helping you establish and maintain a compliant minute book with ease. Visit our website or contact us today to learn more and streamline your corporate record-keeping!
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