If you own a business and the business is run under a corporation, both the Federal and Ontario statutes require that a corporation be properly “organized”. That is a corporation must maintain it articles, by-laws, shareholder agreements, minutes of meetings and resolutions of shareholders and directors, shareholders register, directors records and other corporate and accounting records. These documents and others are normally recorded into the company’s Minute Book. A recent addition in December 2016, the government of Ontario mandated that corporations must also maintain real property ownership or holdings. These changes came into force on December 10, 2016. Future acquisitions and dispositions of properties must also be recorded. Supporting documents evidencing the ownership will also be required to be maintained.
Preparing and ensuring that all of the company’s records are kept up to date is very important. For example, shareholders come and go, and not having a proper shareholders’ register can potentially create legal problems or obstacles from moving the company forward. In addition, if you are a shareholder, not the actual business owner, and you believe you are entitled to dividends, profits or were oppressed, you would need to demonstrate that you were an actual shareholder of the company. This is normally in the form of a shareholder certificate or resolutions authorizing the share capital. A shareholder has a legal right to access the company’s records. If you are becoming a shareholder of a company, you should demand a share certificate from the company’s directors.
If you need legal assistance, contact Anurag Gupta by contacting us.