Corporate records and filing obligations

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Corporate records

A corporation is required to keep certain records at its registered office or at some other location in Canada chosen by the board of directors. These records must include the following:

  1. all articles of the corporation, (for ex., articles of incorporation, articles of continuance or articles of amalgamation); by-laws and their amendments; and unanimous members agreements
  2. minutes of meetings of members and committees of members
  3. resolutions of members and committees of members
  4. if any debt obligations are issued by the corporation, a debt obligations register showing: the name and residential or business address of each debt obligation holder; an email address, if the debt obligation holder has consented to receiving information or documents electronically; the date on which each person named in the register became a debt obligation holder; the date on which each person named in the register ceased to be a debt obligation holder; and the principal amount of each of the outstanding debt obligations of each debt obligation holder
  5. a directors register showing: the name and residential address of each director; an email address, if the director has consented to receiving information or documents electronically; the date on which each person named in the register became a director; and the date on which each person named in the register ceased to be a director
  6. an officers register showing: the name and residential address of each officer; an email address, if the officer has consented to receiving information or documents electronically; the date on which each person named in the register became an officer; and the date on which each person named in the register ceased to be an officer
  7. a members register showing: the name and residential or business address of each member; an email address, if the member has consented to receiving information or documents electronically; the date on which each person named in the register became a member; the date on which each person named in the register ceased to be a member; and the class or group of membership of each member, if any.

In addition, the corporation must prepare and maintain minutes of meetings and resolutions adopted by the directors and committee of directors.

The records described in (a) to (g) above, together with the accounting records, must be open to inspection by the directors at all reasonable times. In addition, following a request from a director, the corporation must provide the director with any extract of the records free of charge.

Upon request, a member, a member's personal representative, and a creditor (for ex., a landlord or supplier) may examine the records referred to in (a) to (f) above and may, on payment of a reasonable fee, obtain copies of such records during the corporation's usual business hours.

Also upon request, a member is entitled to receive, free of charge, one copy of the articles and by-laws, as well as amendments to these documents and any unanimous members agreements. If a member wishes to examine a corporation's register of its members (referred to in (g) above), or the debt obligations register that lists debt obligation holders, or to obtain a list of members or debt obligation holders, additional requirements must be met (see Your reporting obligations under the Canada Not-for-profit Corporations Act; you can also refer to subsections 22(4) to (7) of the Canada Not-for-profit Corporations Act (NFP Act)).

Accounting records

The corporation must also prepare and maintain adequate accounting records. The NFP Act does not require that such accounting records be available for review by members, except in the case of financial statements. It should be noted that a corporation must keep its accounting records for a period of six years after the end of the financial period to which the accounting records relate. For information on additional record-keeping requirements under the Income Tax Act, see Canada Revenue Agency.

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