Corporate Record Keeping 
Presented by Vanisha Sukedo, Barrister & Solicitor, course director, Ph.D. candidate at Osgoode Hall Law School 

Different Forms of Business
There are different ways to form your business. Which style is the best way to run your business? Below are the most common business forms.

Sole Proprietorship

• Simplest business form to set up and run by one individual
• Not a separate legal entity, meaning business owner is personally liable for debts and obligations of the business

Partnership

• Business owned by a group of persons that work together to run the business
• All owners should take part in drafting a formal partnership agreement, stating their responsibilities and benefits
• Partners can have general or limited liability
• General partners have unlimited liability for debts 
• Limited partners are liable only to the amount they’ve contributed to the partnership 

Corporation

• Most complex form of business which have the most regulations to comply with
• A separate legal entity; owners are not personally liable to debts and obligations 
• Has perpetual existence (corporation lives forever)
• Separate legal person; Separation of ownership and management makes a corporation unique 
  • Management elects a Board of Directors to manage the corporation on their behalf and in their best interests 

Since operating a corporation is the most difficult form out of the three forms of business mentioned, let’s dive a little deeper into the basics of running a corporation.

Corporate Governance

• The Canada Business Corporations Act (CBCA) outlines the law concerning federal corporations. Corporations can register in any province or territory where they carry on business, and you shall consult the relevant legislations in each jurisdiction even though provincial and territorial incorporation statutes are similar to CBCA
• Corporate governance standards for corporations and basic requirements for running a corporation are contained in the applicable legislation in each jurisdiction. 
• These regulations are easily searchable online 

Record keeping Requirements
**Disclaimer: Consult with a lawyer or accountant to understand the full extent of your business obligations under the law regarding CBCA and other relevant jurisdictions.**

• Prepare and file articles of corporation 
• Satisfy ongoing obligations to incorporate such as the forms and fees 
• Maintain corporate records 
• • Refer to Government of Canada website if federally incorporated

Corporate Records
Corporations often maintain their corporate records, which documents the corporation’s activities, in a single book, referred to as the Minute book. Having an up-to-date Minute book is a good reflection of the organization as an organized and well-rounded entity, and helps avoid potential problems.
The Minute book includes:

• Articles of Incorporation
  • Company’s name, registered address, number of Directors, address of Directors, voting rights, number & type of shares, etc.
• Bylaws – organizes the internal structure 
• Resolutions of Directors and Shareholders (documented through meeting minutes concerning key decisions pertaining to the organization of the company) 
• Register of Directors and Shareholders
• Shareholder Ledger – a document that identifies each Shareholder within the corporation, how many shares they own, when they took ownership, and if they sold or transferred shares
• Filed Forms with government
• Shared Certificates issued by company to each Shareholder
• Shareholder Agreement
• Copies of all notices