Ontario (OBCA) corporate records guide.

Ontario corporations are governed by the OBCA and file with the Ontario Business Registry. The Act tracks the federal CBCA on most points, with Ontario's own registry, filings and register rules.

Jurisdiction

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Statute: Business Corporations Act (Ontario), R.S.O. 1990, c. B.16
Registry: Ontario Business Registry
Registered office: Must be in Ontario
Director residency: No requirement since July 2021
ISC register: Required for private corporations since 2023
Annual return: Filed each year through the Ontario Business Registry

Updated May 22, 2026. A summary for orientation, not legal advice.

Topic guides for Ontario

Seven guides to the records an Ontario corporation keeps and the filings it makes under the OBCA.

Minute bookRecords under s. 140: articles, bylaws, minutes and registers, plus the ISC register under s. 140.1.OBCA s. 140Read the guide Share registerWhat the securities register must contain under s. 141, who can inspect it, and the ISC register alongside it.OBCA s. 141Read the guide Share certificateWhat a certificate must show under s. 56, signing, transfer restrictions and uncertificated shares.OBCA s. 56Read the guide Annual returnWhen and how the yearly return is filed through the Ontario Business Registry since 2021.Ontario Business RegistryRead the guide Annual meetingWhen the annual meeting must be held under s. 94, and replacing it with a written resolution under s. 104.OBCA s. 94Read the guide Directors' resolutionsDeciding at a meeting or by written resolution under s. 129, and the conflict rules under s. 132.OBCA s. 129Read the guide Diligence checklistThe records to produce, the cap table items to reconcile and the filings to verify for an Ontario corporation.ChecklistRead the guide

About Ontario incorporation

The OBCA is closely modelled on the federal CBCA but has its own filing system, the Ontario Business Registry. For a corporation that operates only in Ontario, the OBCA is often the simpler choice than federal incorporation.

Changes since 2021

Annual returns moved to the registry: Annual returns used to be filed with the corporation's T2 tax return. Since the Ontario Business Registry opened in October 2021, they are filed directly with the registry.
Director residency requirement repealed: The rule that a quarter of the directors be resident Canadians was repealed in July 2021, so an Ontario corporation can have a fully non-resident board.
ISC register required: Since 2023, private OBCA corporations must keep a register of individuals with significant control alongside the securities register.

Ontario corporations, in one connected record.

Octelligence keeps an Ontario corporation's minute book, securities register, ISC register, resolutions and certificates in one record, in Canadian wording.

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