Home / CBCA vs OBCA: which minute book rules apply
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CBCA vs OBCA: which minute book rules apply
Your incorporating statute decides, not where you do business.
Quick answer
| Federal | CBCA, Corporations Canada |
| Ontario | OBCA, Ontario Business Registry |
| Records kept | Anywhere in Canada (CBCA) vs in Ontario (OBCA) |
How to tell which you are
Look at your certificate of incorporation. Corporations Canada issues federal certificates; the Ontario Business Registry issues Ontario ones. A federal corporation operating in Ontario still follows the CBCA for its minute book.
Key differences
| Topic | CBCA | OBCA |
|---|---|---|
| Records section | s. 20 | s. 140 |
| Location | Registered office or elsewhere in Canada | Registered office or elsewhere in Ontario (s. 144) |
| ISC register | s. 21.1, plus filing with Corporations Canada | s. 140.2, kept internally |
| Annual meeting | s. 133 | s. 94 |
| Written resolutions | s. 142 | s. 104 |
| Audit exemption | s. 163 | s. 148 |
Same in both
- Electronic records allowed
- Seal optional
- No resident Canadian director requirement
Other provinces
We do not yet prepare books for BC, Alberta, Quebec or other provincial statutes.
Frequently asked questions
I'm federal but based in Ontario. Which book?
The CBCA book.
Can I switch?
Moving between statutes is a continuance, a legal process to discuss with a lawyer.
Do you have both?
Yes, choose CBCA or OBCA when ordering.
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.