Corporate Records

Set up corporate records

Build the minute book, directors and officers register, registered office details, and filings calendar that sit alongside your cap table. Octelligence is one of the few platforms that handles both.

Most cap table tools stop at equity. Octelligence keeps going. The corporate records layer covers the minute book, the directors and officers register, the registered office and incorporation details, and the filings calendar. This is the layer counsel asks for first at diligence and the layer most founders scramble to reconstruct under deadline.

What "corporate records" actually means

Corporate records are the documents and registers that prove your corporation exists, who runs it, and how decisions were made. The exact terms vary by jurisdiction, but the core components are consistent:

  • Incorporation documents — articles of incorporation, certificate of incorporation, bylaws
  • Registered office and agent — the official address where filings and service of process are sent
  • Directors and officers register — current and historical, with appointment and resignation dates
  • Minute book — meeting minutes and written resolutions of directors and shareholders
  • Filings calendar — annual returns, change notices, and tax filings with their due dates

Step-by-step

1

Go to Records › Setup

From your corporation's workspace, navigate to Records in the sidebar. New corporations land on the setup checklist; existing corporations land on the records dashboard. Click Setup to start filling in the corporate records layer.

2

Upload incorporation documents

Under Records › Constitutive documents, upload:

  • Certificate of incorporation (or equivalent state/provincial document)
  • Articles of incorporation (and any articles of amendment)
  • Bylaws (or operating agreement for LLCs)
  • Unanimous shareholder agreement, if applicable

Each upload is timestamped and version-controlled. When you file articles of amendment later, the prior version stays in the system as a historical record.

3

Set the registered office

Under Records › Registered office, record:

  • Registered office address
  • Registered agent name and contact, if separate
  • Effective date

Address changes are recorded as new entries with effective dates, not overwrites. This matters because filings and notices that arrived at the old address need to be traceable to the address that was registered at the time.

4

Add directors and officers

Under Records › Directors & officers, add each director and officer with:

  • Legal name
  • Role (director, president, secretary, treasurer, CFO, etc.)
  • Appointment date
  • Resignation date, if no longer serving
  • Residency or citizenship (some jurisdictions require minimum percentages of resident directors)

Octelligence will flag composition issues automatically — for example, if your jurisdiction requires at least 25% Canadian-resident directors and your current roster falls below that threshold.

5

Build the minute book

Under Records › Minute book, add meeting minutes and written resolutions. Each entry includes:

  • Meeting type (board, shareholders, committee) or resolution type (consent, unanimous written)
  • Date and, for meetings, location and attendees
  • Topics resolved (with templates for common items like board appointments, share issuances, option grants, financing approvals)
  • Signed PDF

When you issue shares, grant options, or amend bylaws elsewhere in Octelligence, the system suggests adding a corresponding resolution to the minute book. Accept the suggestion and the resolution is drafted with the relevant fields prefilled.

6

Configure the filings calendar

Under Records › Filings, set up recurring obligations:

  • Annual return (Canadian federal corporations file with Corporations Canada; provincial entities with the relevant registry; US corporations with the state)
  • Annual financial filings
  • Change notices (directors, officers, registered office)
  • Tax filings if you want them tracked alongside

For supported jurisdictions, the due-date templates are pre-loaded. Reminders fire 30, 14, and 3 days out, and the dashboard surfaces anything due in the next 60 days.

How records and cap table stay in sync

Corporate records and cap table aren't separate silos in Octelligence — they're two views of the same underlying data.

  • Issuing shares from the cap table prompts the corresponding board resolution in the minute book
  • Adding a director updates the directors register and flags the minute book entry that should accompany the appointment
  • Amending articles of incorporation triggers a version event that's visible from both the records side and the cap table side
  • A diligence export pulls from both layers in one bundle

This is the differentiator most cap-table-only tools can't match. With Carta, Pulley, Mantle, or Cake, you maintain the cap table in one system and the minute book in another — usually a shared drive — and you reconcile them by hand at every financing.

Why this matters at diligence. Investor counsel will request a complete corporate records package: incorporation documents, current and historical directors, all material resolutions, current share register, all certificates. With everything in one system, that package is one export. With split systems, it's a multi-day reconciliation.

Diligence export

Under Records › Export, generate a complete corporate records package in PDF or as a zipped folder of native files. The export includes:

  • Cover page with corporation name, jurisdiction, and the date of the export
  • Table of contents
  • Incorporation documents (with version history)
  • Registered office history
  • Directors and officers register, current and historical
  • Minute book (all meetings and resolutions, in chronological order)
  • Share register
  • All share certificates, with verification URLs
  • Cap table snapshot as of the export date
  • Outstanding option grants and warrants

Exports are watermarked with the recipient's name when you generate them for a specific party, which auditors and lenders appreciate.

Common gotchas

Treating the minute book as a folder of PDFs. A folder of signed PDFs is technically a minute book, but it isn't a queryable record. Counsel should be able to ask "what did the board approve in Q3 last year?" and get an answer in seconds. That requires structured entries, not just file uploads.

Skipping director residency checks. Canadian federal corporations require 25% Canadian-resident directors. Some provinces have similar rules. Octelligence flags violations, but only if you've recorded residency on each director's profile.

Missing annual returns. An overdue annual return can put a corporation into bad standing, which blocks bank account changes, financing closes, and asset sales. The filings calendar is the cheapest insurance against this.

Recording resolutions retroactively without dating them honestly. If you're catching up on a missed resolution, record it with the date you actually signed it, with a note explaining the gap. Backdating resolutions is one of the fastest ways to create a real legal problem.

For background

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