Bylaws The bylaws of a corporation are its second-most important document. You do not file bylaws with the jurisdiction of incorporation registries office—they are an internal document that contains rules for holding corporate meetings and other formalities according to provincial corporate laws.
Bylaws typically specify the frequency of regular meetings of directors and shareholders and the call, notice, quorum, and voting rules for each type of meeting. They usually contain the rules for setting up and delegating authority to special committees of the board, the rights of directors and shareholders to inspect the corporate records and books, the rights of directors and officers to insurance coverage or indemnification (reimbursement by the corporation for legal fees and judgments) in the event of lawsuits, plus a number of other standard legal provisions.
Every Canadian corporation is required by federal and provincial business corporation act to prepare and keep up-to-date its corporate records at its registered office. 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. Corporate minute books help keep important corporate documents organized and accessible.
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What is Included?
Our corporate books include the following documents:
- Organizational Resolutions
- Register of Directors
- Resignation of Director Form
- Appointment of Corporate Officers
- Resignation of Officer Form
- Subscription of Shares
- Share Certificate
- 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