Officers are responsible for the day-to-day operations of the corporation. The directors are responsible for appointing officers. With the directors, the officers will form the management of the corporation. Officers can take any position that the directors want them to fill (for ex., president, secretary or any other position).
The first meeting of shareholders
The directors of your corporation must call the first shareholders’ meeting within 18 months of the corporation’s date of incorporation. This meeting is usually held after the first organizational meeting of the directors.
At this meeting, the shareholders:
- elect directors
- if the directors change from those you indicated on Form 2 – Initial Registered Office Address and First Board of Directors, you will need to file the change regarding directors (see Filing changes regarding directors)
- confirm, modify or reject the by-laws established by directors
- appoint an auditor. Note that this auditor can either be the same one appointed by the directors or a different one.
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Canada Corporate Minute Books Made Easy. Every Canadian corporation is required by law to prepare and keep up-to-date its corporate records at its registered office (or at some other location in Canada, as set out by the directors). Failure to comply with this obligation can lead to fines of $25,000, and the officers and directors of the corporation may be personally liable.
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Why Your Company Needs a Corporate Minute Book?
- Maintaining a minute book is required by law for all corporations in Canada.
- It’s required by the Canada Revenue Agency (CRA)
- Failure to comply with this obligation can lead to fines of $25,000
- Helps to protect your corporate status
- Failing to maintain adequate corporate records exposes your corporation to serious risks
- Failing to keep corporate records can result in the loss of shareholders and directors’ protection of personal assets.