Corporate Maintenance – Keeping your Records Up to Date

Both for-profit and not-for-profit corporations need to maintain accurate and current corporate records.  Although the specific requirements for the two types of corporations in Ontario are different, the general requirements are similar. Anytime there is a change in the corporate information (ie. change of address, resignations or elections of directors or officers, or change of directors’ or officers’ addresses), a form needs to be filed with the Ontario Ministry of Government Services to ensure that the Ministry’s database of corporations is current. A corporation may face penalties under the Ontario Corporations Information Act for failure to notify the Ministry of these types of changes.  A corporation that is in default under this Act or has fail to pay certain fees is not capable of maintaining a proceeding in a court in Ontario in respect of the business carried on by the corporation without leave of the Court. The municipality or geographic township within Ontario in which the registered office is located may be changed from time to time by special resolution, and the street address within such municipality or geographic township may be changed by an ordinary resolution of the directors. It is also necessary to keep a corporation’s minute book up-to-date with annual meetings or resolutions and resolutions representing any significant corporate events (ie. new shareholder, declaration of dividends, or sale of assets). Corporate law requires that corporations have yearly meetings of both the shareholders (or members in the case of a not-for-profit corporation) and directors to approve the re-election of the directors and officers, approve the annual financial statements, appoint accountants, ratify actions taken by directors and exempt the corporation from the requirements of an audit (if applicable). In order to prepare for annual meetings, we request information from the corporation regarding any changes and we contact the corporation’s accountant and inquire as to whether any management bonuses or dividends have been declared. The appropriate resolutions are then prepared and, if necessary, we file the applicable forms providing the Ministry with notice of changes.