Minute book requirements in Ontario
What the Business Corporations Act (Ontario) requires, section by section.
| Main section | OBCA s. 140 |
| Securities register | OBCA s. 141 |
| ISC register | OBCA s. 140.2 |
| Location | Ontario, s. 144 |
The records list
| 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) |
Common gaps we see
Common trap: no ISC register
Corporations formed before 2023 often never added one, even though it has been required since January 1, 2023.
- Unsigned organizational resolutions
- Shares never formally issued, so the securities register is empty
- Directors elected without written consents
Book incomplete or missing?
Get a complete OBCA book with every required register.
Have us prepare it, CA$89 →Annual upkeep
Each year, pass annual resolutions, review the ISC register, and file the annual return with the Ontario Business Registry. See our annual resolutions guide.
Fixing an incomplete book
If your corporation was never organized, a new set of organizational documents can be prepared now. Where past events were not recorded, a lawyer can advise on ratifying them.
Frequently asked questions
Who can inspect an Ontario minute book?
Directors, and shareholders and creditors for certain records, as set out in the OBCA.
How long must records be kept?
The OBCA sets retention periods for some records; ask your lawyer or accountant for your situation.
Is the minute book filed with the government?
No. It is an internal record. Government filings such as the annual return are separate.
Bring your Ontario records up to standard
Instant PDF, OBCA citations throughout.
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.