How to maintain a minute book in Ontario

Records inventory and location under OBCA s. 140

OBCA s. 140 requires every Ontario corporation to maintain at its registered office in Ontario (or another Ontario location authorized by the directors): articles, bylaws and amendments, unanimous shareholder agreements, minutes of shareholder meetings and shareholder resolutions, the securities register (s. 141), and the transparency register (s. 140.2). Subsidiary records (board minutes, accounting records) are also required.

Inspection rights under OBCA s. 145

OBCA s. 145 grants broad inspection rights similar to CBCA s. 21. The inspection right extends to securityholders, creditors, and (in some circumstances) other interested persons. No proper-purpose requirement equivalent to DGCL § 220.

Transparency register under s. 140.2 (since January 2023)

OBCA s. 140.2, effective January 1, 2023, requires every Ontario private corporation to maintain a transparency register of Individuals with Significant Control. The Ontario register tracks the CBCA ISC requirement (s. 21.1) but with Ontario-specific definitions and filing channels. The transparency register is internal; certain information is filed with the Ontario Business Registry through the corporate annual return.

Form of records under s. 159 and 6-year retention

OBCA s. 159 permits records in any form including digital. Retention after dissolution: 6 years (CBCA-pattern), under provisions tracking CBCA s. 226. The retention obligation falls on directors and officers at dissolution.

Records location: Ontario requirement

Unlike the CBCA (which permits another location anywhere in Canada authorized by directors), OBCA requires records to be kept at the registered office in Ontario or at another Ontario location. Records may not be primarily located outside Ontario without specific director authorization, though copies may be replicated elsewhere.

Procedure

The minute book maintenance routine as it applies in Ontario, in seven steps:

1. Establish records at the Ontario registered office under OBCA s. 140

   At incorporation, establish records at the registered office in Ontario or at another Ontario location authorized by the directors. Records inventory: articles, bylaws, USA, shareholder minutes and resolutions, securities register (s. 141), and transparency register (s. 140.2).

2. Maintain the securities register and transparency register together

   Securities register lists securityholders. Transparency register (since January 2023) lists Individuals with Significant Control. Update both on ownership changes.

3. Record corporate actions on the date of the action

   Board and shareholder actions on the date they occur.

4. Respond to s. 145 inspection demands

   Broad inspection regime, similar to CBCA. No proper-purpose requirement.

5. Maintain the transparency register under s. 140.2 and file with the Ontario Business Registry

   Update the transparency register within statutory windows. Certain information is filed with the Ontario Business Registry through the corporate annual return.

6. File the Ontario corporate annual return

   Since 2022, the Ontario corporate annual return is filed through the Ontario corporate tax return process (not as a separate filing).

7. Retain records 6 years after dissolution

   OBCA-pattern retention, tracking CBCA s. 226.

Common mistakes

Common OBCA failure points in maintaining corporate records:

• Not maintaining the s. 140.2 transparency register since January 2023
• Keeping primary records outside Ontario without director authorization
• Refusing s. 145 inspection on proper-purpose grounds (OBCA does not require proper purpose)
• Not retaining records for the 6-year post-dissolution period