RESOURCES

When considering the incorporating of your operation and/or business, it is important to understand the steps involved in registering and maintaining a corporation in Ontario. Although corporations can be registered at the Federal and/or Provincial level, this article will focus exclusively on Ontario corporations. 

One must consider the type of corporation that is best suited for their operation(s) and/or business needs. In Ontario, there are several types of corporations to select from, examples include: a for-profit corporation, a professional corporation, a non-profit corporation, etc. The type of corporation most suitable will depend on a variety of factors, such as, the size and structure of the business, the industry in which the corporation will operate, the amount of revenue grossed annually, and the general intentions of the owners.

The commencement of the incorporation process involves registering a corporate name or number and filing the Articles of Incorporation with the Ontario Ministry (“the ministry”). Once this step has been completed, an Ontario Corporation Number is provided to the applicant(s) and the corporation has officially been formed.

Once the corporation has been established, there are several legal requirements that must be followed to adequately maintain a corporation in Ontario.  Such requirements include, and are not limited to, holding annual meetings of shareholders, maintaining accurate records, and filing documents with the ministry. Many documents are typically used when adhering to such corporate requirements, therefore it is important for the corporate records to be adequately maintained and organized.

To help organize the corporation, a corporate minute book can (and should) be used. The minute book functions as a comprehensive record keeping and storage tool, which outlines the corporation’s history, general operation, and evidence that the corporation is compliant with all legal requirements. Moreover, the minute book helps to ensure that the corporation is run in a transparent and organized manner. The minute book should always be kept to date and organized for ease of reference.

Minute books are typically divided into multiple sections, a few of the most common sections include and are not limited to:

1. Articles of Incorporation: This section includes a copy of the corporation’s original articles of incorporation that was filed at the time of registration, as well as any subsequent amendments made to the articles.
2. Bylaws: This section includes a copy of the corporation’s bylaws, which outline the roles of the corporation’s key personal, and the rules and procedures for running the corporation.
3. Minutes of Meetings: This section includes a record of all formal meetings of the corporation, including the date, time, attendees, and decisions made.
4. Resolutions: This section includes a record of all resolutions passed by the corporation, including ordinary and special resolutions.
5. Share Register: This section includes a record of all shares issued by the corporation, the names of shareholders, the number of shares held, and details on the transfer of any shares.
6. Director Register: This section includes a record of all directors of the corporation, including their names, and the dates they were elected or resigned.
7. General Corporate Records: This includes any important documents such as the corporation’s register of directors, stock certificates, and share transfer forms.

Although incorporating may be the next step for your business, it is important to keep in mind the steps involved in registering your corporation and maintaining your corporate records to ensure it is compliant with the relevant Ontario statutes.

If you have any legal questions regarding your corporation or would like our firm to assist with any incorporation(s) and/or maintenance of your corporation, please do not hesitate to contact us at (905) 270-6660 or e-mail us at: Info@kormans.ca.

Join our newsletter and don’t miss out on a blog post!

Daniel Kuchuk is an Associate Lawyer at Kormans LLP. You can reach Daniel here: dkuchuk@kormans.ca.

The information and comments herein are for the general information of the reader and are not intended as advice or opinion to be relied upon in relation to any particular circumstances. For particular application of the law to specific situations, the reader should seek professional advice. Kormans LLP cannot be responsible for the content of other sites. We expressly disclaim all liability with respect to actions taken or actions not taken based on content received from a third party website linked, directly or indirectly, to that of Kormans LLP.  The link to another site is not to be construed in any way as an endorsement of the host, the site or the information contained therein, nor is such link to be inferred as an association or affiliation with the host.