What minute book updates are needed after a share purchase?

A share purchase changes who owns the corporation but not the corporation itself, so its records have to be brought up to date after closing. The minute book is the corporation’s own record of who owns and directs it, and the registry and tax filings need to match what it says.

The securities register and resolutions

The Canada Business Corporations Act requires a corporation to keep a securities register showing each holder, the number of securities held, and the date and particulars of each issue and transfer. After closing, the transfer is entered there. The corporation must also keep minutes and resolutions of its shareholders and directors, so the departure of directors, the election of new ones and any change of officers belong in those records too.

Registry and CRA notices

Under the same Act, a corporation must notify the Director at Corporations Canada of a change among its directors within a short statutory period. The CRA says corporate changes must be updated with the incorporating authority first and then sent to the CRA with supporting documents, and it warns that outgoing and incoming directors can face legal implications. Provincially incorporated corporations use their own registry. Quebec enterprises, for instance, must file an annual updating declaration, which is one route for updating the enterprise register.

The register of individuals with significant control

Unless it is exempt, as a listed company is, a federally incorporated corporation must also keep a register of individuals with significant control, take steps to confirm it is accurate at least once in each financial year, record a change within a short deadline of learning of it, and keep it at its registered office or another place in Canada that the directors designate. A change of control at closing will usually change who belongs in it. Our page on taking over a business after closing covers the wider handover.