Minute Books (Corporate Law)

Corporations Act, R.S.O. 1990, c. C.38

Minute books

299 (1) A corporation shall cause minutes of all proceedings at meetings of the shareholders or members and of the directors and of any executive committee to be entered in books kept for that purpose.

(2) Any such minutes, if purporting to be signed by the chair of the meeting at which the proceedings were had or by the chair of the next succeeding meeting, are admissible in evidence as proof, in the absence of evidence to the contrary, of the proceedings.

(3) Where minutes in accordance with this section have been made of the proceedings of a meeting of the shareholders or members or of the directors or any executive committee, then, until the contrary is proved, the meeting shall be deemed to have been duly called, constituted and held and all proceedings had thereat to have been duly had and all appointments of directors, officers or liquidators made thereat shall be deemed to have been duly made. R.S.O. 1990, c. C.38, s. 299.

300 (1) A corporation shall cause the following documents and registers to be kept:

1. A copy of the letters patent and of any supplementary letters patent issued to the corporation and of the memorandum of agreement, if any, or, if incorporated by special Act, a copy of the Act.

2. All by-laws and special resolutions of the corporation.

3. A register of shareholders or members in which are set out the names alphabetically arranged of all persons who are shareholders or members or have been within ten years shareholders or members of the corporation and the address of every such person while a shareholder or member and, in the case of a company, in which are set out also the number and class of shares held by each shareholder and the amounts paid up and remaining unpaid on their respective shares.

4. A register of directors in which are set out the names and addresses of all persons who are or have been directors of the corporation with the several dates on which each became or ceased to be a director.

5. A register of ownership interests in land complying with section 300.1. R.S.O. 1990, c. C.38, s. 300; 2004, c. 19, s. 10 (5); 2015, c. 38, Sched. 7, s. 47 (1).

(2) If a corporation is incorporated or continued under this Act or a predecessor of it before the day section 2 of the Forfeited Corporate Property Act, 2015 comes into force, paragraph 5 of subsection (1) applies to the corporation on and after the second anniversary of the coming into force of that section, in respect of its ownership interests in land on and after that second anniversary. 2015, c. 38, Sched. 7, s. 47 (2).

302 A corporation shall cause to be kept proper books of account and accounting records with respect to all financial and other transactions of the corporation and, without derogating from the generality of the foregoing, records of,

(a) all sums of money received and disbursed by the corporation and the matters with respect to which receipt and disbursement took place;

(b) all sales and purchases of the corporation;

(c) the assets and liabilities of the corporation; and

(d) all other transactions affecting the financial position of the corporation. R.S.O. 1990, c. C.38, s. 302.

303 A director, officer or employee of a corporation who makes or assists in making any entry in the minutes of proceedings mentioned in section 299, in the documents and registers mentioned in section 41 and subsection 300 (1) or in the books of account or accounting records mentioned in section 302, knowing it to be untrue, is guilty of an offence and on conviction is liable to a fine of not more than $1,000 or to imprisonment for a term of not more than three months, or both. R.S.O. 1990, c. C.38, s. 303; 2015, c. 38, Sched. 7, s. 47 (5).

304 (1) The minutes of proceedings mentioned in section 299, the documents and registers mentioned in section 41 and subsection 300 (1) and the books of account and accounting records mentioned in section 302 shall, during the normal business hours of the corporation, be open to inspection by any director and shall, except as provided in section 43 and in subsections (2) and (3) of this section, be kept at the head office of the corporation. R.S.O. 1990, c. C.38, s. 304 (1); 2015, c. 38, Sched. 7, s. 47 (6).

(2) A corporation may keep at any place where it carries on business such parts of the accounting records as relate to the operations and assets and liabilities thereof or to such business of the corporation as was carried on or supervised or accounted for at such place, but there shall be kept at the head office of the corporation or such other place as is authorized under subsection (3) such records as will enable the directors to ascertain quarterly with reasonable accuracy the financial position of the corporation. R.S.O. 1990, c. C.38, s. 304 (2).

(3) A corporation may keep any of the records mentioned in subsection (1), except the register mentioned in paragraph 5 of subsection 300 (1) at a place other than the head office of the corporation if the records are available for inspection during regular office hours at the head office by means of a computer terminal or other electronic technology. 1998, c. 18, Sched. E, s. 78; 2015, c. 38, Sched. 7, s. 47 (7).

(4) A director, officer or employee of a corporation who contravenes subsection (1) is guilty of an offence and on conviction is liable to a fine of not more than $200. R.S.O. 1990, c. C.38, s. 304 (4)

305 (1) The minutes of proceedings at meetings of shareholders or members mentioned in section 299 and the documents and registers mentioned in section 41 and subsection 300 (1), during the normal business hours of the corporation, shall, at the place or places where they are kept, be open to inspection by the shareholders or members and creditors of the corporation or their agents or legal representatives, and any of them may make extracts therefrom. R.S.O. 1990, c. C.38, s. 305 (1); 2015, c. 38, Sched. 7, s. 47 (8).

(2) Every person who refuses to permit a person entitled thereto to inspect such minutes, documents or registers, or to make extracts therefrom, is guilty of an offence and on conviction is liable to a fine of not more than $200. R.S.O. 1990, c. C.38, s. 305 (2).

Shareholder Lists

306 (1) No shareholder or member or creditor or the agent or legal representative of any of them shall make or cause to be made a list of all or any of the shareholders or members of the corporation, unless the person has filed with the corporation or its agent an affidavit of such shareholder, member or creditor in the following form in English or French, and, where the shareholder, member or creditor is a corporation, the affidavit shall be made by the president or other officer authorized by resolution of the board of directors of such corporation:

see Corporate Law:Shareholder or Creditor Affidavit

(2) Every person, other than a corporation or its agent, who uses a list of all or any of the shareholders or members of the corporation for the purpose of delivering or sending to all or any of such shareholders or members advertising or other printed matter relating to shares or securities, other than the shares or securities of the corporation, or for purposes not connected with the corporation is guilty of an offence and on conviction is liable to a fine of not more than $1,000.

(3) Purposes connected with the corporation include any effort to influence the voting of shareholders or members at any meeting of the corporation and include the acquisition or offering of shares to acquire control or to effect an amalgamation or reorganization and any other purpose approved by the Minister. R.S.O. 1990, c. C.38, s. 306.