Introduction
Completing the registration or incorporation of your business is a significant milestone, but the process doesn’t end there. To operate legally and efficiently, you must organize and maintain specific post-registration or post-incorporation documents. These records are essential for compliance, governance, and establishing a solid foundation for your business operations. This guide outlines the key documents you need and their importance.
Key Post-Registration Documents for Sole Proprietors
Master Business License (MBL): After registering as a sole proprietor in Ontario, your Master Business License serves as proof of your business registration. Keep this document accessible as you may need it for setting up a bank account or applying for permits and licenses.
Business Number (BN): If you’ve registered with the Canada Revenue Agency (CRA) for tax purposes, ensure you have your BN. This number is critical for filing taxes and managing HST/GST obligations.
Proof of Ownership: Maintain records that verify your sole ownership of the business, especially if you operate under a trade name.
Key Post-Incorporation Documents for Corporations
Articles of Incorporation: This foundational document establishes your corporation’s existence and outlines essential details such as the corporate name, share structure, and any restrictions on business activities. Keep it in your corporate records.
Corporate By-laws: By-laws define the internal rules governing the corporation’s operations, including the roles and responsibilities of directors and officers, procedures for meetings, and share issuance protocols. These must be adopted and stored in the corporate records.
First Directors’ Resolutions: These resolutions document initial decisions made by the board of directors, such as the adoption of by-laws, appointment of officers, issuance of shares, and designation of the corporation’s fiscal year.
Directors’ Consents: Each director must provide written consent to act as a director, acknowledging their responsibilities and confirming their eligibility. This is typically documented using Form 2 under the Business Corporations Act.
Shareholders’ Resolutions: Shareholders may need to pass resolutions on critical matters, such as electing directors, approving by-laws, and appointing or waiving the appointment of an auditor.
Share Subscription Agreements: These agreements outline the terms under which shareholders agree to purchase shares from the corporation, detailing the number of shares and payment terms.
Share Certificates: Physical or electronic certificates representing ownership of shares should be issued to shareholders, including details like the shareholder’s name, number of shares, and any share class information.
Registers and Ledgers:
Directors’ Register: Lists all directors, their addresses, and tenure details.
Officers’ Register: Records information about the corporation’s officers.
Shareholders’ Register and Ledger: Tracks share ownership and transfers.
Initial Return/Notice of Directors: Corporations must file an Initial Return (Form 1) within 60 days of incorporation, providing details about the directors and the registered office address. This is mandated under the Corporations Information Act.
Business Number (BN): Upon incorporation, register for a Business Number with the Canada Revenue Agency (CRA) for tax purposes, including corporate income tax, GST/HST, payroll deductions, and import/export accounts.
Corporate Minute Book: A compilation of all essential corporate documents, including the Articles of Incorporation, by-laws, minutes of meetings, resolutions, registers, and other pertinent records. Maintaining an up-to-date minute book is a legal requirement and facilitates transparency and accountability.
For more on the content of minute books, see our article The Importance of Minute Books, Resolutions, Shareholder Agreements and Account Records.
Conclusion
Post-registration and incorporation documents are not just legal requirements but also tools for smooth business operations and governance. Organizing and maintaining these records ensures compliance and readiness for opportunities like financing or partnerships. At CA Hub, we offer expertise in helping businesses establish and manage their documentation. Contact us today to streamline your post-registration process and focus on growing your business confidently.
Disclaimer
This guide is intended for informational purposes only and does not constitute legal or tax advice. While every effort has been made to ensure accuracy, tax laws and regulations are subject to change. Please consult a qualified tax advisor or legal professional for advice tailored to your specific situation.