This is presented by Vanisha Sukdeo, Barrister & Solicitor and Course Director at Osgoode Hall Law School, which we discuss record-keeping techniques for your business; avoiding the pitfalls of keep legal records for your corporation.

1. Keeping Corporate Records
Vanisha Sukdeo
May 15, 2020

2. Disclaimer
⚫ This document and the corresponding
presentation do not constitute legal
advice. Please consult with a lawyer if you
need legal advice.

3. What is a corporation?
⚫ A corporation is a separate legal entity
from its Officers, Directors, and
shareholders
⚫ The notion of the corporate veil dates
back to the English case of Salomon v
Salomon
⚫ The separation of ownership and
management makes the corporation
unique as in a partnership the partners
govern the partnership

4. Continued
⚫ In a corporation the true owners, the
shareholders, elect a Board of Directors
to manage the corporation on their behalf
and in their best interests

5. Corporate governance
⚫ The basic requirements for running a
corporation are contained in the
applicable legislation. In my Business
Associations course I focus on the
Canada Business Corporations Act
(CBCA) as the provincial legislation
mirrors the Federal statute quite closely.

6. What are record keeping
requirements?
⚫ You should consult with a lawyer and
perhaps an accountant to know what
your obligations are under the law
regarding the CBCA but a large
component of running a corporation
involves financial records as well

7. From the Government of Canada
website
⚫ Maintaining corporate records
⚫ Your corporation must keep certain corporate records at its registered office (or at some other location in
Canada, as set out by the directors).
⚫ On request, a corporation's shareholders and creditors can access the following records:
⚫ articles of amendment, including amended articles of incorporation or restated articles of incorporation
⚫ by-laws and their amendments
⚫ any unanimous shareholder agreement
⚫ minutes of meetings and shareholder resolutions
⚫ notices that have been filed, meaning:
◦ Form 2 – Initial Registered Office Address and First Board of Directors
◦ Form 3 – Change of Registered Office Address
◦ Form 6 – Changes Regarding Directors
Note that, when filed online, the original signed notice must be kept with your corporate records.
⚫ a share register showing the names and addresses of all shareholders, and details of shares held
⚫ a securities register showing the names and addresses of those who are or have been a security holder; the
number of securities held by each security holder; and, the date and particulars of the issue as well as the
transfer of each security.
⚫ https://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs06645.html

8. CBCA Section 20
⚫ Corporate records
⚫ 20 (1) A corporation shall prepare and maintain, at its registered office or at any
other place in Canada designated by the directors, records containing
◦ (a) the articles and the by-laws, and all amendments thereto, and a copy of any
unanimous shareholder agreement;
◦ (b) minutes of meetings and resolutions of shareholders;
◦ (c) copies of all notices required by section 106 or 113; and
◦ (d) a securities register that complies with section 50.
⚫ Directors records
⚫ (2) In addition to the records described in subsection (1), a corporation shall
prepare and maintain adequate accounting records and records containing minutes
of meetings and resolutions of the directors and any committee thereof.
⚫ Retention of accounting records
⚫ (2.1) Subject to any other Act of Parliament and to any Act of the legislature of a
province that provides for a longer retention period, a corporation shall retain the
accounting records referred to in subsection (2) for a period of six years after the
end of the financial year to which the records relate.

9. Continued
⚫ Records of continued corporations
⚫ (3) For the purposes of paragraph (1)(b) and subsection (2), where a body corporate is continued under this
Act, “records” includes similar records required by law to be maintained by the body corporate before it was
so continued.
⚫ Place of directors records
⚫ (4) The records described in subsection (2) shall be kept at the registered office of the corporation or at such
other place as the directors think fit and shall at all reasonable times be open to inspection by the directors.
⚫ Records in Canada
⚫ (5) If accounting records of a corporation are kept outside Canada, accounting records adequate to enable the
directors to ascertain the financial position of the corporation with reasonable accuracy on a quarterly basis
shall be kept at the registered office or any other place in Canada designated by the directors.
⚫ When records or registers kept outside Canada
⚫ (5.1) Despite subsections (1) and (5), but subject to the Income Tax Act, the Excise Tax Act, the Customs Act
and any other Act administered by the Minister of National Revenue, a corporation may keep all or any of its
corporate records and accounting records referred to in subsection (1) or (2) at a place outside Canada, if
◦ (a) the records are available for inspection, by means of a computer terminal or other technology, during
regular office hours at the registered office or any other place in Canada designated by the directors; and
◦ (b) the corporation provides the technical assistance to facilitate an inspection referred to in paragraph (a).
⚫ Offence
⚫ (6) A corporation that, without reasonable cause, fails to comply with this section is guilty of an offence and
liable on summary conviction to a fine not exceeding five thousand dollars.
⚫ R.S., 1985, c. C-44, s. 20

10. Minute book
⚫ Corporations often maintain their
corporate records in a single book,
referred to as the "minute book" of the
corporation.

11. Questions?
Vanisha Sukdeo, B.A., LL.B., LL.M.
Barrister & Solicitor
Course Director, Osgoode Hall Law School
Ph.D. Candidate, Osgoode Hall Law School