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In Canada, the preparation of a Corporate Minute book is a legal requirement for all corporations, including those incorporated in Ontario. The Minute Book contains crucial information about the corporation, including its by-laws, articles of incorporation, shareholder agreements, and other important documents. The importance of having a Corporate Minute Book in Canada cannot be overstated - it is a legal record of the corporation, and it helps to ensure that the company is compliant with relevant regulations.

In Ontario, the Business Corporations Act (OBCA) and the Corporations Information Act (CIA) require that all corporations maintain a minute book. According to these statutes, the minute book should be kept at the corporation's registered office or another location within Ontario that is authorized by the board of directors.

The minute book should contain various documents that record the activities of the corporation. This includes the Articles of Incorporation, which outline the corporation's purpose and structure. The By-Laws of the corporation should also be included in the minute book, as they provide guidance on the internal workings of the company.

In addition to these documents, the minute book should also contain minutes of meetings, including resolutions, reports, and other important decisions. These minutes provide a record of the corporation's decision-making processes, including discussions and agreements reached by the board of directors and shareholders.

Failure to prepare a minute book can result in negative consequences for a corporation, including:

  1. Legal penalties: Under the Business Corporations Act (OBCA) and the Corporations Information Act (CIA), corporations are required to maintain a minute book. Failure to do so can result in fines, legal sanctions, or even the dissolution of the corporation.

  2. Difficulty in raising capital: A corporation without a proper minute book may have difficulty in raising capital. It is common practice for potential investors to demand to look at the Corporation's minute book, prior to investing. If a minute book is not prepared, the corporation may be viewed as unreliable and therefore be hesitant to invest in the business.

  3. Inability to sell the business: A potential buyer may hesitate to purchase a corporation without a proper minute book. The lack of documentation can make it difficult to assess the value of the business and to determine the risks involved in acquiring the company. In fact, it would not be possible to sell shares of a corporation, if share certificates are not issued or executed.

  4. Difficulty in obtaining financing: Lenders are usually hesitant to lend money to a company that has not maintained proper legal records, as it can be difficult to assess the financial health and stability of the corporation.

  5. Legal disputes: Without proper documentation, legal disputes can arise. For example, a shareholder may dispute a decision made by the board of directors, and without a proper record of the decision, it can be difficult to resolve the dispute.

  6. Loss of corporate status: Failure to maintain a proper minute book can result in the loss of corporate status. If the corporation is unable to provide evidence of its legal existence, it may be dissolved by the government.

The content of this article is intended to provide a general guide to the subject matter and are intended for informational purposes only. The information does not constitute legal advice, an opinion on any issue, nor create a solicitor and client relationship.

We would be pleased to provide additional details or advice about specific situations if desired. Do not hesitate to contact us for more information.

For permission to republish this content, please contact Amskor Law at © 2023 Amskor Law Professional Corporation

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