Incorporation Services in Mississauga

Madan Chartered Accountant provides local businesses with many incorporation services. One of the services we offer is updating and maintaining your minute book. This article is set out to outline the importance of a minute book and what documents need to be included in them.

Your minute book contains many important documents that proves your corporation actually exists. The most important documents that you will need to include in your minute book are named and detailed in the specific subheadings below.

Certificate of Incorporation

A Certificate of Incorporation is a document signed and sealed by the Canadian or provincial government that proves that your business has been incorporated. This document is extremely important to hold onto as it is a key piece in proving that you are incorporated if the tax man comes knocking and asks for proof.

Corporate bylaws

The Corporate Bylaws are laws set out by you and your managing partners that generally outlines your business practises. Some of these practises include; membership dues, termination and discipline; annual meetings of members and the notes; corporate directors and their meeting notes; officers; and notices. This is just small tidbit of the corporate bylaws you will need to have. For a more in depth look into corporate bylaws, please visit the CRA’s website.

Directors’ register

A directors’ register is a list of directors that were elected by the shareholders. Companies have to be sure to update their directors’ register every time a listed director resigns or passes away, as well as update new directors that have been elected. Directors carry certain personal legal obligations to a corporation, if somebody seeks recourse against a director, the directors register must be updated with dates of when a director started and ended to prove that he or she was in office at the time of the claim.

Officers register

Officers of a corporation are chosen by the company’s board of directors. Officers are given authority by the board to run the different aspects of the corporation. One or more officers need to be named as required by the laws of the province where the corporation is located. The company officers will serve at the discretion of the board. Example of officers include:

• Chief Executive officer
• Chief Financial officer
• Chief Operating officer
• President

Shareholders register

Much like the directors register, the shareholders register is a list of active owners of a company’s shares. This register requires that you include each shareholder’s name, address and number of shares held. You will also need to detail the shareholder’s occupation and the price they paid for the shares.

Share certificates

A share certificate (also known as a stock certificate) is simply a legal document that certifies ownership of a specific number of shares or stock in a corporation. Small businesses use this certificate to prove they own shares of their corporation.

Minutes of meetings

Minutes of meetings is a written record of a meeting or hearing. Generally one person is appointed as the typist who keeps track of the attendees, the agenda of the meeting, the issues brought up by the participants and the responses/resolutions to those issues. If a company feels like they do not have a proper typist, they can opt to audio and/or video record the meeting. The minutes are placed in your minute book so they can be easily accessed upon request.

What are you supposed to update in the minute book annually

After every annual meeting there are a few things you need to update in your minute book. The following is a list of documents that needs to be updated every year:

• Any loans to and from the corporation
• Any contracts into which the corporation entered
• Any transfer or sale of shares
• Any purchase, lease or sale of real estate and equipment
• Payment of any bonuses and dividends
• Any lawsuits against or filed by your corporation
• Contributions to a profit sharing or pension plan
• Registering to do business in another province
• Any directors, executives or offices who resigned or vacated their position with the date of their leaving
• Creation of new employee benefit plans

Do you have to have all of these incorporation documents?

According to the Ontario and Canadian business corporation act, you must have all of these incorporation documents up to date and have them available upon request. If you do not have a minute book, or if your minute is out of date, you will face some major penalties that could end up destroying your whole business. One major penalty is that if your corporation is in default of mandatory government notice filings the government will, after giving notice, cancel the corporation’s certificate of incorporation. This means that the corporation will no longer be legally allowed to operate. Additional fees will be required in order to revive your corporation.