This is presented by Vanisha Sukdeo, Barrister & Solicitor and Course Director at Osgoode Hall Law School, which we discuss record-keeping techniques for your business; avoiding the pitfalls of keep legal records for your corporation.
Corporate Record Keeping
Corporate Record Keeping
Presented by Vanisha Sukedo, Barrister & Solicitor, course director, Ph.D. candidate at Osgoode Hall Law School
Different Forms of Business
There are different ways to form your business. Which style is the best way to run your business? Below are the most common business forms.
- Simplest business form to set up and run by one individual
- Not a separate legal entity, meaning business owner is personally liable for debts and obligations of the business
- Business owned by a group of persons that work together to run the business
- All owners should take part in drafting a formal partnership agreement, stating their responsibilities and benefits
- Partners can have general or limited liability
- General partners have unlimited liability for debts
- Limited partners are liable only to the amount they’ve contributed to the partnership
- Most complex form of business which have the most regulations to comply with
- A separate legal entity; owners are not personally liable to debts and obligations
- Has perpetual existence (corporation lives forever)
- Separate legal person; Separation of ownership and management makes a corporation unique
- Management elects a Board of Directors to manage the corporation on their behalf and in their best interests
Since operating a corporation is the most difficult form out of the three forms of business mentioned, let’s dive a little deeper into the basics of running a corporation.
- The Canada Business Corporations Act (CBCA) outlines the law concerning federal corporations. Corporations can register in any province or territory where they carry on business, and you shall consult the relevant legislations in each jurisdiction even though provincial and territorial incorporation statutes are similar to CBCA
- Corporate governance standards for corporations and basic requirements for running a corporation are contained in the applicable legislation in each jurisdiction.
- These regulations are easily searchable online
Record keeping Requirements
**Disclaimer: Consult with a lawyer or accountant to understand the full extent of your business obligations under the law regarding CBCA and other relevant jurisdictions.**
- Prepare and file articles of corporation
- Satisfy ongoing obligations to incorporate such as the forms and fees
- Maintain corporate records
- Refer to Government of Canada website if federally incorporated
Corporations often maintain their corporate records, which documents the corporation’s activities, in a single book, referred to as the Minute book. Having an up-to-date Minute book is a good reflection of the organization as an organized and well-rounded entity, and helps avoid potential problems.
The Minute book includes:
- Articles of Incorporation
- Company’s name, registered address, number of Directors, address of Directors, voting rights, number & type of shares, etc.
- Bylaws – organizes the internal structure
- Resolutions of Directors and Shareholders (documented through meeting minutes concerning key decisions pertaining to the organization of the company)
- Register of Directors and Shareholders
- Shareholder Ledger – a document that identifies each Shareholder within the corporation, how many shares they own, when they took ownership, and if they sold or transferred shares
- Filed Forms with government
- Shared Certificates issued by company to each Shareholder
- Shareholder Agreement
- Copies of all notices
Barrister & Solicitor, Course Director and Ph.D. Candidate at Osgoode Hall Law School
Vanisha Sukdeo is a lawyer, Course Director, and Ph.D. Candidate at Osgoode Hall Law School. Vanisha was Called to the Ontario Bar in 2007 after completing her articles with Ryder Wright Blair & Holmes LLP, and the Ontario Public Service Employees Union (OPSEU). She received her LL.M. from Osgoode, LL.B. from Queen’s University, and her Bachelor of Arts from York University where she majored in Political Science. Vanisha taught at Osgoode Hall as a Course Director for five years before becoming an Adjunct Professor at Western Law. In 2012 Vanisha was a Nominee for the Ian Greene Award for Teaching Excellence, which is a University-wide teaching award. Vanisha has taught Business Associations and Legal Research & Writing at OPD as well as Selected Topics in International Business Law.
Her first book with Routledge is entitled Regulation and Inequality at Work: Isolation and Inequality Beyond the Regulation of Labour and focuses on how workers’ rights have evolved and can continue to evolve. Her second book Corporate Law, Codes of Conduct and Workers’ Rights was published in 2019 and explores how soft law mechanisms can be used in corporate governance. Vanisha recently submitted her manuscript with LexisNexis for the forthcoming book entitled Business Ethics and Legal Ethics: The Connections and Disconnections Between the Two Disciplines. She also has a book contract with UBC Press for a book that focuses on the BCE decision from 2008 and how it has changed corporate governance. Vanisha was the Guest Editor for a special issue of the Windsor Yearbook of Access to Justice. Vanisha has published journal articles and book chapters on a range of topics from corporate law to labour & employment law.
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