Corporate records and other corporate obligations
Your corporation is a separate legal entity that must fulfill certain obligations under the Canada Business Corporations Act (CBCA).
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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.
A corporation's shareholders and creditors cannot, however, access the following records:
- minutes of meetings of the directors
- resolutions of the directors and minutes of committees
- accounting records.
Corporations often maintain their corporate records in a single book, referred to as the "minute book" of the corporation. Minute books are available from legal stationery stores and search houses.
Other corporate obligations
At annual shareholders' meetings, shareholders must, by ordinary resolution, appoint an auditor to audit the corporation's financial statements. However, the shareholders of a non-distributing corporation can decide by a unanimous resolution (which includes voting and non-voting shares) not to appoint an auditor.
Appointing an auditor increases the reliability of the financial statements and improves protection for stakeholders.
Preparing financial statements
A corporation must prepare financial statements. Financial statements must be prepared in accordance with the Generally Accepted Accounting Principles set out in the CPA Canada Handbook – Accounting or the CPA Canada Public Sector Accounting Handbook.
In some cases, distributing corporations can prepare their financial statements according to the U.S GAAP. To determine if this applies to your corporation, consider consulting a lawyer or another professional.
Sharing financial statements
You must provide copies of your financial statements to your shareholders at least 21 days before your corporation's annual meeting each year.
Most corporations do not need to file financial statements with Corporations Canada. To know if you need to file, see Financial statements and proxy circulars.
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