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Business Corporations Act

RE: Business Corporations Acthome_bkg

Once incorporated here are your obligations under the Business Corporations Act 1990 of Ontario. Section 94 of the Act states that the Corporation shall call an annual meeting of shareholders not later than eighteen months after the corporation comes into existence and subsequently not later than fifteen months after holding the last proceeding annual meeting.

Section 96(1) states that notice of the time and place of the meeting of shareholders shall be sent not less than twenty one (21) days and in the case of a non offering corporation, not less than ten (10) days, but neither case, not more than fifty (50) days before the meeting. These notices shall be sent to each shareholders entitled to vote at the meeting, to each director, and to the auditor of the corporation. Please find enclosed the relevant sections of shareholders meeting being part seven of the Business Corporations Act.

As well as a mandatory shareholders meeting, there are mandatory directors meeting. Section 117(1) states that after incorporation a meeting of the directors of the corporation shall be held. The purpose of this meeting will be :

  • to make by-laws;
  • to adopt forms of security certificates and corporate records;
  • to authorize the issue of securities;
  • to appoint officers;
  • to appoint one or more auditors to hold office until first annual or special meeting of shareholders;
  • making banking arrangements;
  • transact any other business.

All resolutions and minutes of meetings must be in writing and must be incorporated in the Minute Book.

Part 11 of the Business Corporations Act requires you to keep your books and records in Order. Section 139 (1) states where this act requires a record to be kept by a corporation, it may be kept in bound or lose leaf book or may be entered or recorded by any system of mechanical, electrical or data processing or any other information storage device. Section 140 (1) states that a corporation shall prepare and maintain at its registered office or as such other place in Ontario designated by the directors:

  • the articles and the by-laws and amendments thereto and a copy of the any unanimous shareholder agreement known to the directors;
  • minutes of meetings and resolutions of shareholders,
  • a register of directors, which sets out the names, residences, addresses while directors including the street and number if any of all person who are or who have been directors of the corporation with the several dates on which each became or ceased to be a director;
  • securities register complying with section 141.

In addition to the records described in subsection one, a corporation shall prepare and maintain and adequate accounting of records and records containing minutes of meetings and meetings of resolution of directors and any other committee thereof. The Business Corporations Act, 1990, allows for fines and imprisonment for non-compliance of the act from not more than two thousand ($2,000.00) dollars or a year (1) in jail to a fine of not more than twenty five thousand ($25,000.00) dollars. For complete listings of all the duties and obligations of a corporation in Ontario under the Ontario Business Corporations Act, and the regulations thereto. It would be wise to have available to you a copy of the Ontario Business Corporations Act, 1990 and regulations thereof, which can provided at the request from our office at cost.

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