Site Information

 Loading... Please wait...

Corporate Supplies

 

CORPORATE SUPPLIES

Incorporating a company is the easy part of creating a corporate entity!  With the heigtened prominance of a corporation comes the additional responsiblity of due diligence and accurate record keeping.

 

The Minute Book

Once a company is incorporated in Ontario, it is required by law to maintain an official record of matters pertaining to the organzation and ongoing operations of the company.  These records are usually contained in the  "Minute Book'.  A minute book is a binder, book, or case whose sole purpose is to hold all of your corporations essential files, such as your certificate of incorporation, by-laws, share certificates, and any other documents related to your business. The first documents to fall into this category are called organizational documents of the company. These are typically comprised of:

Articles of Incorporation, Certificate of Incorporation and all amendments

General Operating by laws

First Directors Resolutions

Minutes and Resolutions of the board of directors and executive committee

Minutes of shareholders meetings and resolutions

Copy of Unanimous Shareholder Agreement

Consent to act of directors

Registers: All statutes require that registers be prepared for a corporation. The registers  

                 include:           

           --Directors Register-Names and Addresses of each Director, when they were

               appointed and when they resigned

            --Officer Register- Names of Officers and the position they hold, when they were

               appointed and when they resigned

            --Shareholder Register – Names of all individuals or companies that hold shares

               in the corporation, the number of shares owned, date shares were received and

               when (if) shares were transferred back to the company or to other persons or

               companies

            --Shareholders Ledgers—Individual Ledgers for each shareholder showing how

               many shares they hold, any amount due on each share, the date received and

               the date transferred or redeemed (if).

               when transferred

 

The Law and associated statutes requires that all corporate records be maintained and kept at your corporations records (head) office, You can also save these documents electronically, but there is no electronic equivalent to a “paper trail” which accurately depicts place and time for the succession of events.  Having said that, most Registers and Shares can be filled out electronically, printed and inserted into the Minute Book.

                                                                                                                                                                                   Order a Minute Book

 

The Corporate Seal

Seals have been used on important documents ane legal papers for thousands of years.  The ancient type of seal, embossing an imprint into wax, has evolved into the modern day seal comprised of upper and lower dies which come together to create the embossed seal. Though no longer legally required in Ontario, Corporate Seals are still a legal requirement in many jurisdictions worldwide.  The reason for this is simple.  A seal can only be used by a legal representative of a company, authorized to use the seal on behalf of the corporation and is therefore binding.  It also serves as proof as to the authenticity of the representatives signature when embossed overtop.  Many banks in Ontario still require a Corporation to emboss their Seal to the Banking By-laws and other documents when opening a Corporate Bank Account.  The decision to retain a seal should be dictated by resolution and recorded in the Minutes and By-laws of the Corporation.

                                                                                                                                                                                 Order a Corporate Seal

 

Share Certificates

A Corporation must have at least one class of shares.  The share structure (number and type) should be set out in the Articles of Incorporation, as well as in the Corporate By-Laws.  Usually, Common shares give the holders the right to vote at meetings, among other things, where Preferred Shares usually have no voting rights, but have preference regarding things like distribution of assets at the time of corporate dissolution.  It is always advisable to get advice from a lawyer or accountant regarding the share structure that would be most appropriate for your company

                                                                                                                                                                                Order Share Certificates