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Corporate Records Before Audit, Sale, or Lender

An Ontario corporation's minute book, share register, and annual filings become visible at the moment they cause a problem. DRG Law keeps the records current before the third party asks.

EN | PT · Remote · Ontario

Corporate records

An Ontario corporation under audit, sale, or lender review needs the minute book up to date, the share register reconciled, the annual resolutions filed, and the founding documents indexed. The twelve-item readiness check names each missing record before the request from the third party arrives.

The corporate record book sits in the background until the moment it does not. A buyer's lawyer asks for the share register before due diligence opens. A lender asks for the directors' resolutions before approving a loan. The Canada Revenue Agency asks for the minutes of last year's directors' meeting during a review. DRG Law keeps the records current between deals, not after the request arrives.

The decision

Which records does a third party usually ask for?

The records below are the ones a buyer, lender, accountant, or government reviewer asks for first. Keeping them current between deals is cheaper than fixing them under a deadline.

01

Minute book, the official record

The minute book carries the company's incorporation documents, founding resolutions, ongoing director and shareholder resolutions, and the record of significant decisions. Missing entries are visible to any buyer's lawyer who opens the file.

02

Share register and ledger

Who owns what shares, in what amount, and what changes have happened. The share register is the document that decides who legally controls the company. Out-of-date entries can delay or break a sale.

03

Annual resolutions and filings

Ontario corporations must file annual returns and pass annual resolutions covering directors' approval of financial statements, audit waivers, and director and officer appointments. Missing years compound the cost of catching up.

04

Founding documents indexed

Articles of incorporation, bylaws, shareholders' agreement, founding share subscriptions, and any amending articles. Lenders and buyers expect to see the full set on first request.

How DRG Law writes it

The twelve-item readiness check

Every corporate file DRG Law touches goes through a twelve-item readiness check before the substantive work starts. The check names what is missing and what to fix before the third-party request arrives.

Records audit

DRG Law reads the minute book, the share register, and the annual filings against a twelve-item list. The output names each missing record and the priority of fixing it.

Catch-up filings

Missing annual resolutions, late annual returns, and unrecorded share changes are filed and entered. Most catch-ups land in two to four weeks depending on the gap.

Maintenance going forward

DRG Law's records-upkeep service keeps the file current between deals: annual resolutions on time, share changes recorded as they happen, and the minute book ready for the next request.

Common questions

What owners ask about this decision

What corporate records will an audit, a buyer, or a lender ask for?

An Ontario corporation under audit, sale, or financing review needs the minute book up to date, the share register reconciled, the annual resolutions filed, and the founding documents indexed. DRG Law runs a twelve-item readiness check that names each missing record before the request from the third party arrives.

Why does the record book matter if no one is asking for it?

The record book becomes visible at the moment it causes a problem. A buyer asks for it during a sale. A lender asks for it before approving a loan. The Canada Revenue Agency asks for it during a review. Keeping it current is cheaper than fixing it under a deadline.

Can DRG Law take over records from a previous firm or accountant?

Yes. DRG Law goes through the existing records, finds the gaps, fills them in, brings the share list up to date, and takes the file forward. Most takeovers reach current standard in two to four weeks, depending on the size of the gap.

What does the records-upkeep service cover?

Yearly approvals from the directors and shareholders, sign-offs on the financial statements, audit waivers, entries in the official record book, updates to the share list, change-of-address filings, and the once-a-year filing required by the Ontario Business Corporations Act. The service keeps the file current between deals.

Next step

Send the records before the third party asks

A buyer, a lender, or an auditor asking for the records is the wrong moment to find out they are out of date. Send the file now and DRG Law runs the readiness check before the request arrives.