“Corporate hygiene” doesn’t mean taking your corporation for a bath or giving it a shower. Instead, it means keeping your corporate records clean, complete, and up to date.
Maintaining proper corporate hygiene is essential at all times—but especially important when you plan to sell your company. In a share sale, the buyer acquires your entire corporation—its assets, liabilities, contracts, and history. During due diligence (and again at closing), lawyers will review your company’s records to confirm that everything is properly documented and legally compliant.
Poor record-keeping can cause delays, legal risks, or even a price reduction during the sale. Below is a simple checklist of what you should keep in good order from a corporate records perspective. This article does not cover your accounting or financial statements—it’s purely about legal and corporate documentation. If in doubt, always consult your lawyers.
The Minute Book
Every corporation in Ontario must maintain a Minute Book. This is not the book where you keep your meeting minutes between you and your staff. This is a binder—physical or digital—that holds your key corporate documents. It’s often stored at your lawyer’s office, but you should always have a copy.
A Minute Book typically includes:
Section | Description |
Articles of Incorporation | The official document that created your corporation. |
By-laws | The internal rules governing how your corporation operates (e.g., officer roles, meetings, signing authority). |
Minutes of Meetings / Resolutions | Written records of shareholder and director meetings. If you are the sole shareholder/director, you still need an annual resolution each year confirming that you approve the financial statements and re-appoint yourself as director/officer. |
Register of Directors | A list of all past and current directors with appointment/removal dates. |
Register of Officers | A list of the corporation’s officers (President, Secretary, Treasurer, etc.). |
Register of Shareholders | A list of all shareholders and their shareholdings. |
Share Certificates & Transfers | Copies of share certificates issued and any share transfer records. |
Register of Ownership Interests / Assets (if applicable) | If the corporation owns major assets (e.g., real estate or intellectual property), these should be referenced or cross-linked here. |
Corporate Key (see below) | A record of your Ontario Corporate Key and registry information. |
Keeping this book updated is legally required under the Ontario Business Corporations Act (OBCA).
Buyers’ lawyers will review your Minute Book closely during a share sale to ensure your corporation has been properly maintained.
Annual Return / Annual Filing
This often causes confusion. Your corporate annual filing is not the same as your CRA corporate tax return (T2).
- The Annual Return is filed with the Ontario Business Registry (OBR) to confirm that your corporation is still active and to update its registered office, directors, and officers.
- It is required once every year, usually within 60 days of your incorporation anniversary date.
- You can file it online at Ontario Business Registry or through your lawyer, accountant, or authorized service provider.
If you fail to file your Annual Return, your corporation may eventually be dissolved by the Ministry of Public and Business Service Delivery—creating serious problems if you later try to sell it.
The Corporate Key
Your Corporate Key is like a password for your business on the Ontario Business Registry.
It allows you—or your lawyer—to log in, update information, and file documents such as:
- Director or officer changes
- Registered office address updates
- Annual filings
- Share structure changes
You must have the Corporate Key when selling your business through a share transfer because the lawyer will need it to add the new owner as a director.
How to Get or Recover Your Corporate Key:
- If you incorporated online yourself, you likely received it by email or mail at the time of incorporation.
- If a lawyer or service provider incorporated your business, they should have provided it to you.
- If you don’t have it, you can request a new one from the Ontario Business Registry.
- If your corporation is already registered online with the Ontario Business Registry, you can request it electronically.
- If you have never registered online, the government will mail it to your registered office address, which may take several days.
- Therefore, if you’re preparing to sell your company, request it early—not the day before closing!
Without this key, your lawyer cannot complete the share transfer or update the corporate records.
Summary
Good corporate hygiene means:
- Keeping your Minute Book complete and up to date
- Filing your Annual Return every year with the Ontario Business Registry
- Safely storing your Corporate Key
- Ensuring all corporate information matches your actual business situation
These steps make your business more professional, compliant, and ready for sale—and they prevent last-minute headaches during due diligence.
