CBCA section 20: corporate records explained
The federal records rule in plain language.
| Section | CBCA s. 20 |
| Applies to | Every federal corporation |
| Related | s. 21.1 ISC, s. 22 electronic, s. 50 securities register |
What section 20 requires
A CBCA corporation must keep its articles, by-laws and unanimous shareholder agreements, minutes of meetings and resolutions of shareholders, copies of certain notices, and a register of directors, at its registered office or another place in Canada the directors designate. It must also keep adequate accounting records and minutes and resolutions of directors and committees.
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| Record | Federal (CBCA) | Ontario (OBCA) |
|---|---|---|
| Articles, by-laws, minutes, resolutions, register of directors | s. 20 | s. 140 |
| Securities (shareholder) register | s. 50 | s. 141 |
| ISC register | s. 21.1 | s. 140.2 |
| Electronic form allowed | s. 22 | s. 139 |
| Where records are kept | Registered office or another place in Canada the directors designate (s. 20) | Registered office or another place in Ontario the directors designate (s. 144) |
Practical checklist
- Confirm the articles and certificate are in the book.
- Check a general by-law was passed and confirmed.
- Check shares were issued by resolution and entered in the securities register.
- Confirm the ISC register exists and was reviewed this year.
Common trap: records kept abroad
Section 20 ties records to a place in Canada. Owners outside Canada should check where their records are designated.
Frequently asked questions
Can a CBCA minute book be electronic?
Yes, under section 22, if it can be reproduced in readable form within a reasonable time.
Does section 20 require a corporate seal?
No. A seal is optional under the CBCA.
Federal records, organized
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Sources
This page is general information, not legal advice. We are a document preparation service, not a law firm. Review by a lawyer licensed in your province is recommended.