What Goes in an Ontario Minute Book?

On this page

What the law requires a corporation to keep

“Minute book” is the everyday name for a corporation’s statutory records. The Business Corporations Act (OBCA) never uses the phrase, but section 140 sets out exactly what an Ontario corporation must prepare and maintain, and those records are what a bank, a buyer, an investor or the Canada Revenue Agency asks to see. Keeping them current is part of the corporate records work we do for owner-managed companies. Terms such as articles and by-laws are defined in our glossary.

Under section 140(1), a corporation must keep, at its registered office or another place in Ontario designated by the directors:

The articles and by-laws, with every amendment, and a copy of any unanimous shareholder agreement known to the directors.
Minutes of meetings and resolutions of shareholders.
A register of directors, with the names and residence addresses (including the street and number, and an email address if one is provided) of everyone who is or has been a director, and the dates each became or ceased to be one.
A securities register that complies with section 141.
A register of ownership interests in land in Ontario, under section 140.1.
A register of individuals with significant control, under section 140.2.

Section 140(2) adds two more: adequate accounting records, and minutes of meetings and resolutions of the directors and any committee. Accounting records only need to be kept for six years from the end of the last fiscal period they relate to, provided the retention rules of any taxing authority the corporation is subject to are also met.

How a minute book is built and kept, step by step

At incorporation. The certificate and articles go in first. Section 117(1) then provides for a first meeting of directors after incorporation, at which the directors may make by-laws, adopt forms of share certificates and corporate records, and deal with other organizational matters. Our page on how to incorporate a business in Ontario walks through those first steps.
Shares are issued and recorded. Each issue goes in the securities register, which section 141(1) says must show, for each class or series, the holders’ names and addresses, the number and class of shares, and the date and particulars of each issue.
Every year, the shareholders deal with the annual business. Section 94(1) requires an annual meeting no later than 18 months after the corporation comes into existence and then no later than 15 months after the last one. In a small company this is usually done by written resolution: section 104(1) makes a resolution signed by all the voting shareholders as valid as one passed at a meeting.
The directors act by resolution too. Section 129(1) makes a written resolution signed by all the directors entitled to vote as valid as one passed at a directors’ meeting.
The auditor question is settled each year. Under section 148, a corporation that is not an offering corporation is exempt from appointing an auditor for a financial year if all of the shareholders consent in writing. That consent belongs in the minute book.
The significant control register is reviewed. Section 140.2(3) requires the corporation to take reasonable steps at least once a financial year to make sure the register is accurate, complete and up to date.
Changes are recorded as they happen. New directors, share transfers, property bought or sold, and changes in who has significant control all go in the relevant register.

The main records in an Ontario minute book
Record	What it shows	Who may examine it	OBCA section
Articles, by-laws, unanimous shareholder agreement	How the corporation is set up and governed	Directors; shareholders and creditors	140(1)(a), 144, 145
Shareholder minutes and resolutions	Annual business, special approvals	Directors; shareholders and creditors	140(1)(b), 94, 104
Register of directors	Every past and present director, with dates	Directors; shareholders and creditors	140(1)(c)
Securities register	Who holds which shares, and every issue	Directors; shareholders and creditors	140(1)(d), 141
Register of interests in land in Ontario	Each property, with the dates acquired and disposed of	Directors; shareholders and creditors	140(1)(e), 140.1
Register of individuals with significant control	Who ultimately controls the corporation	Directors; not shareholders or creditors under s. 145; certain authorities on request	140(1)(f), 140.2, 140.3
Directors’ minutes and resolutions; accounting records	Board decisions; the books	Directors	140(2)

What changes the answer

Who can look at the records

Section 144(1) opens the records to any director during normal business hours. Section 145(1) lets registered shareholders, beneficial owners of shares and creditors, and their agents and legal representatives, examine the section 140(1) records during usual business hours and take extracts free of charge, but not the register of individuals with significant control. Outside the corporation, section 140.3 provides for disclosure of that register on request to police, tax officials and listed regulators. We explain it in what the register of individuals with significant control is.

Paper or digital

Section 139(1) says a record the Act requires may be kept in any form. A digital minute book is allowed, as long as it is complete and can be produced when needed.

Penalties for the significant control register

A corporation that contravenes section 140.2 without reasonable cause is guilty of an offence with a fine of up to $5,000 (section 258.1(1)), and the same maximum applies to failing to disclose the register when properly asked (section 258.1(2)). A director or officer who knowingly authorizes, permits or acquiesces in the contravention faces a fine of up to $200,000, imprisonment of up to six months, or both (section 258.1(4)).

A unanimous shareholder agreement

If the shareholders have signed a unanimous shareholder agreement, section 140(1)(a) requires a copy in the records, and it may move some decisions from the directors to the shareholders. Our page on unanimous shareholder agreements explains how.

Annual filings with the province are separate

The minute book stays with the corporation. The annual return that Ontario corporations file through the Ontario Business Registry under the Corporations Information Act is a separate obligation, covered in what annual filings an Ontario corporation has.

Why it matters most on a sale, a financing or a death

Most of the time nobody opens the minute book. Then three moments arrive, and each depends on it. A buyer’s lawyer reviewing a share purchase starts with the securities register and the resolutions, because they prove who can sell and what the company has approved. A lender usually wants to see that the people signing the loan were properly appointed. And when an owner dies, the estate trustee needs to show who held the shares; our page on what an estate trustee has to do explains the rest of that job.

In each case, gaps cost time at the worst moment. Records that were kept up as things happened take an afternoon to produce. Records rebuilt years later take far longer, and some facts, such as the date shares were really issued, can be hard to prove at all. That is why we encourage owners to deal with their annual resolutions every year, even when nothing seems to have changed.

Example

For example, imagine Priya and Daniel incorporated a design studio in Richmond Hill in 2019, issued 50 common shares each, and then simply ran the business. Five years later a bank financing their new premises asks for the minute book. It contains the certificate and articles and nothing else: no by-laws, no share register, no annual resolutions, and no register of individuals with significant control.

The fix is not to backdate anything. The directors and shareholders pass resolutions now that confirm what actually happened, such as the original share issue and the directors who have served, prepare the missing registers from the records they have, and deal with the annual business for the years missed. Going forward, a single set of annual resolutions each year, including the section 148 audit consent, keeps the book current. We look at catching up in how to fix years of missing corporate records.

Common mistakes

Treating the accountant’s file as the minute book. Tax filings are not the statutory records, and an accountant’s file may not include the registers.
No securities register. Without it, it can be hard to prove who owns the company, which matters on a sale, a death or a dispute.
Skipping the annual resolutions. Section 94 sets the timing; a written resolution under section 104 takes minutes to sign.
Forgetting the auditor consent. The section 148 exemption needs every shareholder’s written consent for each year.
Never updating the significant control register. Section 140.2(3) requires a review at least once a financial year.
Letting the minute book disappear. When an owner leaves or dies, nobody knows where it is. Owners should read about a secondary will for private company shares, which relies on the company’s records being in order.

What to do this week

Find the minute book, paper or digital, and note where it is kept.
Check that it has the articles, by-laws and every amendment.
Check the registers of directors, securities, land and individuals with significant control.
Look for annual shareholder resolutions for each year, and the audit exemption consent.
List what is missing, and who owns what today.
If the gaps are more than a year or two, get help bringing it up to date. A first consultation takes 30 minutes, by video or in person, and you can request one here.
If several years are missing, read how to fix missing corporate records before signing anything.

Frequently asked questions

Does a one-person corporation need a minute book?

Yes. Section 140 applies to every corporation under the OBCA, whatever its size. In a one-person company, the owner signs the resolutions as both director and shareholder.

Where must the minute book be kept?

At the registered office, or another place in Ontario designated by the directors (section 140(1)). Some owners keep it with their lawyer.

Can a shareholder ask to see the records?

Yes. Section 145(1) lets registered shareholders, beneficial owners and creditors examine the section 140(1) records during usual business hours and take extracts free of charge, except the register of individuals with significant control.

How long must records be kept?

Section 140(1) requires the statutory records to be prepared and maintained, and sets no general disposal date for them; personal information in the significant control register is disposed of within a year after the sixth anniversary of the person ceasing to qualify (section 140.2(6)). Accounting records may be disposed of six years after the end of the last fiscal period they relate to, if tax retention rules are also met (section 140(2)).

Can we hold meetings by written resolution instead?

Yes, in most cases. Sections 104(1) and 129(1) make resolutions signed by all the voting shareholders or all the directors as valid as ones passed at a meeting.

Why does a buyer care about the minute book?

Because it is the proof of who owns the shares and what the company has approved. Gaps slow a sale down. Our page on buying or selling a business explains where it fits.

Sources

This page is general information about Ontario law, not legal advice for your situation. It reflects the law as of October 26, 2026.

What goes in an Ontario corporation’s minute book?