Ontario Minute Book Compliance

Ontario corporations have long been required to provide annual disclosure to the government of vital business information, including the corporation’s name, business address, tax-related details, and structural information (such as the corporation’s directors and officers), through an Ontario Annual Return (“OAR”). The OAR was historically filed together with the annual T2 Corporation Income Tax Return with the Canada Revenue Agency by the corporation’s accountants. This coordinated approach ended in recent years when the Ontario Business Registry was created by the Ontario government with the stated goal of modernizing the ways that those who operate businesses in Ontario interact with the government. The primary updates were to provide real time online filing of corporate documents and a self-serve portal, the Ontario Business Registry, to process changes and access information.

With the above shift and changes to the Business Corporations Act (Ontario) and related corporate disclosure legislation, Ontario corporations must ensure their records are maintained and current.  To be compliant with disclosure and record keeping requirements (largely contained in Part XI of the Business Corporations Act (Ontario)), Ontario corporations (even if privately held) are required to file the separate OAR, complete an “individuals with significant control” register (“Transparency Register”) and keep their minute books up-to-date.

Below is a brief overview of steps in the annual maintenance process:

• Annual Meeting: Ontario corporations are required to approve certain transactions/business conducted on an annual basis; this can be completed either at a formal meeting of the shareholders and directors respectively.  or by way of written resolutions. Most privately held corporations fall under the latter option. The business to be transacted includes the following:
  • approving the financial statements of the corporation for the most recent fiscal year end;
  • appointing the corporation’s accountant/auditor (as the case may be);
  • waiving shareholder(s) audit rights;
  • authorizing payments of management bonuses (if any); and
  • declaring dividends (if any).

Properly recording this information ensures the affairs of the corporation are accurately reflected and documented.

• Transparency Register: Ontario corporations are required to maintain a register of shareholdings, tracing back to the individuals with significant control, and kept and maintained in the minute book of the corporation. For more information on Transparency Register requirements, you can view the article by Matthew Czerwinski here: New Requirements for the New Year: Transparency Register for Ontario Corporations – KMB Law.

• Real Property Register: Ontario corporations are required to maintain a register of their ownership interests (applicable to ownership interests in real property which are located in the Province of Ontario) and (a) identify each property; and (b) show the date the corporation acquired the property and, if applicable, the date the corporation disposed of it, together with retaining supporting documents, including: (i) a copy of any deeds, transfers or similar documents that contain any of the following with respect to each property listed in the register: the municipal address (if any), the registry or land titles division and the property identifier number, the legal description, and the assessment roll number (if any). This Real Property Register is required to be reviewed on a regular basis.

• OAR: Ontario corporations are required to file the OAR on an annual basis, as described and noted above.

Similar to Ontario corporations, the annual corporate return filing has been in place for federal corporations (governed by the Canada Business Corporations Act) for several years. Federal corporations should take special care to file their corporate returns on an annual basis to avoid the risk of administrative dissolution by Corporations Canada.

KMB offers assistance to business owners in maintaining their corporate records, filing OARs, and complying with record-keeping requirements as part of our corporate compliance work. If you have any questions regarding corporate compliance requirements, or any aspect of your business, please contact Kevin Fernandes at kfernandes@kmblaw.com.