Creating and Maintaining Minute Books

Once the corporation is formed, it must be properly organized. For example, the officers must be elected, the corporate seal adopted, the shares registered, etc. This is done through by-laws, meetings and resolutions. The Ontario government requires that proper records be kept at the registered office of the corporation, which is to include a copy of the Articles of Incorporation, all by-laws, all amendments, copies of any unanimous shareholder agreements, minutes of meetings, resolutions of directors, a securities register, adequate accounting records, records containing meeting minutes and resolutions, and a register of transfers.

One way to think about a corporation is that it’s a new country just starting up. The first thing that happens is that it’s given a name and a basic operating system. This basic operating system is set out in the Articles of Incorporation. This includes the number of directors, who owns the company (shareholders) and special clauses dealing with share classes and rights. That is the ‘constitution’ of the Corporation. The ‘laws’ of the corporation are basically the by-laws, which set out how and when elections are to be held, the officers and their duties and other essential processes and powers.