Ontario corporations
Ontario minute book: what records your corporation must keep
The legal records every Ontario corporation has to keep at its registered office.
Verified. Last reviewed 2026-10-05. Always confirm with the official source before filing.
Step by step
- File the articles and by-laws. Start with the certificate and articles of incorporation and your general by-law.
- Set up the registers. Directors, officers, shareholders/securities, transfers, and individuals with significant control.
- Record organizational resolutions. Issuing first shares, appointing officers, banking and fiscal year-end.
- Add annual resolutions. Each year: approve financial statements, elect directors, appoint or waive an auditor.
Minute book checklist
- Certificate and articles of incorporation, plus any amendments.
- By-laws.
- Minutes and written resolutions of directors and shareholders.
- Register of directors and officers.
- Securities register and transfer register.
- Register of individuals with significant control.
- Copies of filed notices and annual returns.
Why it matters
Banks, buyers, auditors and the CRA may ask to see it. Missing records slow down financing and sales and can make tax positions harder to defend.
Frequently asked questions
Can my minute book be digital?
Yes. Records may be kept electronically as long as they can be produced in readable form within a reasonable time.
What if my minute book is incomplete?
You can bring it up to date with ratifying resolutions. Many accountants and lawyers offer minute book clean-ups.
Who can see the minute book?
Directors and shareholders have access rights. Some parts, like the significant control register, may be requested by certain authorities.