There is no statutory document called a minute book. OBCA section 140(1) names six records an Ontario corporation must keep; CBCA section 20(1) names four, and they are not the same four. The directors’ resolutions and accounting records a buyer most wants sit outside both lists, in a second subsection.
Key takeaways
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No statute defines a “minute book”. OBCA s.140(1) (Records, duties of corporation) lists six records: articles and by-laws with “a copy of any unanimous shareholder agreement known to the directors”; “minutes of meetings and resolutions of shareholders”; a register of directors; a securities register; a land register; and an ownership register. CBCA s.20(1) (Corporate records) lists four: the first two, “copies of all notices required by section 106 or 113”, and a securities register.
Federally there is no register of directors in the record and no land register: director information arrives as copies of the notices filed with Corporations Canada. Neither Act requires a register of officers — the phrase appears nowhere in the OBCA — though Treadstone Law’s list of what goes inside a minute book includes one, because practice does.
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The interesting records sit in a second subsection. OBCA s.140(2) adds adequate accounting records and “records containing minutes of meetings and resolutions of the directors and any committee thereof”; CBCA s.20(2) matches. Board approval of a lease, a guarantee or a related-party payment is subsection (2) material, open to no shareholder or creditor.
Retention is finite: those records “need only be retained by the corporation for six years from the end of the last fiscal period”, and CBCA s.20(2.1) is parallel. Location is loose: federal records sit wherever “the directors think fit”, s.20(5.1) permits them outside Canada if inspectable from a terminal here, and OBCA s.144(3) allows off-site Ontario records. Treadstone Law covers retention clocks and where the book is kept; is that access genuine?
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Under OBCA s.145(1) (Examination of records by shareholders and creditors) holders, beneficial owners and creditors may “examine the records referred to in subsection 140 (1), other than a register of individuals with significant control”, free of charge. CBCA s.21(1) gives “shareholders and creditors of a corporation, their personal representatives and the Director” the same reach over the s.20(1) records. Neither touches board minutes or accounts.
Directors see more: under OBCA s.144(1) those records “shall, during normal business hours of a corporation, be open to examination by any director”. A buyer signing a letter of intent is none of those things, so access to the minute book is a term of the deal, not a right. Treadstone Law on minority shareholder access finds the same ceiling.
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Examining records and being handed a list are different rights. OBCA s.146(1) lets the same class require a basic list, furnished within ten days; CBCA s.21(3) requires the corporation to “provide within 10 days after the receipt of the affidavit a list”. Section 146(5) reaches past the share register, to “the name and address of any known holder of an option or right to acquire shares of the corporation”.
A list under OBCA s.146(8) serves three purposes only, the first “an effort to influence the voting by registered holders of the corporation”; CBCA s.21(9) matches. Section 147 goes further: “No person shall offer for sale or sell or purchase or otherwise traffic in a list or a copy of a list of all or any of the holders of securities” of a corporation. Treadstone Law places the share register inside the minute book; option claims are the equity claims a register never shows.
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Since 2023 an Ontario corporation must keep a register showing, under s.140.2(1), “the name, date of birth and latest known address of each individual with significant control”, tax residence, the dates control began and ended, and how it arises; Treadstone Law’s ISC register article covers who qualifies. Access runs through s.140.3 alone: police, an official enforcing “a law of Ontario or Canada that provides for the imposition or collection of a tax, royalty or duty”, and regulators including FINTRAC.
Treadstone Law is right that the Ontario register is not public. But on who may see it it says shareholders and creditors can generally request access, which s.145(1) and the closed s.140.3 list do not support. Federally it inverted in 2024: the corporation keeps its register under CBCA s.21.1(1), sends it to the Director under s.21.21, and s.21.303(1) (Information available to public) requires the Director to “make available to the public the following information sent to the Director”. A federal buyer can check the controllers before signing; an Ontario buyer cannot. s.21.31 adds police and CRA disclosure.
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A tidy minute book is evidence, and only evidence. OBCA s.139(3) (Admissibility of records in evidence): “The information in a record is admissible in evidence as proof, in the absence of evidence to the contrary, of all facts stated in the record”. Presumptive, not conclusive; subsection (3.1) withholds even that from the land register.
Form is open — s.139(1): a required record “may be kept in any form.” Care is not: s.139(2) requires guarding against falsification, CBCA s.22(2) requires precautions to “prevent falsification of entries in” the records, and s.139(4) forbids any person to “remove, withhold or destroy information required by this Act”. The book proves its contents until contradicted, not that the transactions happened. Treadstone Law on reviewing minute books reads inconsistency between certificates, register and seller as the warning it is.
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The commonest real defect is a director who never validly became one. OBCA s.119(9) provides that an election or appointment “is not effective unless the person elected or appointed consents in writing before or within 10 days after the date of the election or appointment”. CBCA s.106(9) is blunter: such a person “is not a director and is deemed not to have been elected or appointed to hold office as a director unless” they were present and did not refuse, consented in time, or acted as one.
A missing consent is not filing trivia: if the signatory was never a director the resolution is arguable, and the register required by s.140(1)(c) — “a register of directors in which are set out the names and residence addresses, while directors” — is wrong on its face. Treadstone Law explains why written consent resolutions need every signature. And s.140.1(1) requires “a register of its ownership interests in land in Ontario” — the gap nobody checks. Share paperwork is in the equity claims a register never shows.
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The registry record is not the corporate record. Corporations Information Act s.4(1) requires “a notice of change for every change in the information filed under this Act, within 15 days”, on top of the s.2(1) initial return. What that is worth is in the Act: section 21 (Duty of Minister) provides that “The Minister may accept the information contained in any return or notice filed under this Act without making any inquiry as to its completeness or accuracy.”
The registry entry records what somebody filed, not a finding that it is true. Default has a sharp edge. Under section 18(1) (Ability to sue) a corporation in default, or with unpaid fees, “is not capable of maintaining a proceeding in a court in Ontario” over its business “except with leave of the court”. It cannot sue its own customers without first asking a judge. See Treadstone Law on post-closing filings.
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Most defects are fixable. Reconstruction means assembling the governance history from what survives — the lawyer’s file, the accountant’s records, the registry — then documenting decisions taken without paper, as Treadstone Law sets out for a lost or incomplete minute book. Its answer on a seller who cannot produce records calls that inability rarely a mere slip.
The court routes suit a buyer badly. OBCA s.250(1) lets “the corporation, a security holder of the corporation or any aggrieved person” seek rectification of a wrong name, and CBCA s.243(1) mirrors it. Compliance orders under OBCA s.253(1) and CBCA s.247 are open to “a complainant or a creditor of the corporation”, and s.245 defines a complainant as a present or former holder, beneficial owner, director or officer, or “any other person who, in the discretion of the court, is a proper person” to apply. A buyer before closing fits neither of the first two, and reaches the third only at a judge’s discretion.
The seller fits all three, and the penalties supply the motive: OBCA s.258(1) fines anyone who “without reasonable cause contravenes section 145” up to $2,000, or $25,000 for a body corporate, and s.258.1 adds $5,000 for the ISC duty and $200,000 for a director who knowingly acquiesces; CBCA s.20(6) sets a fine “not exceeding five thousand dollars” and s.21.1(6) one “not exceeding $100,000”. A defective record is a condition precedent, not a price adjustment.
So ask by statutory name — each record in s.140(1) or s.20(1), then the subsection (2) records as items you get by agreement, then consents to act for every director, then the federal ISC extract. Treadstone Law’s diligence outline and updates at closing bracket both ends. This page is Ontario and federal only; other provinces have their own statutes and rules, none described here.
No. OBCA section 140(1) lists six required records, including a register of directors and a land register, while CBCA section 20(1) lists only four and substitutes copies of notices filed under sections 106 or 113 for a director register. There is no statutory document actually called a minute book, and the two lists aren’t the same.
No, not as a matter of statutory right. Directors’ minutes and accounting records sit in a second subsection — OBCA s.140(2) and CBCA s.20(2) — outside the examination rights given to shareholders and creditors. A buyer is neither, so access to the minute book is a term the purchase agreement has to grant, not a right the statute gives.
No, they run opposite ways. Ontario’s register is not public — access is limited to police, tax-enforcement officials and regulators like FINTRAC — while federally, CBCA section 21.303(1) requires the information the Director receives to be made available to the public, so a federal buyer can check the controllers before signing and an Ontario buyer cannot.
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