The Corporate Seal

The seal bears the corporation’s name, the name of statute under which it was incorporated and impression of corporation.

Corporate Records

By laws

Minute Book

The articles

Any amendments

Shareholder agreements

Shareholder resolutions

Record of shareholder’s meetings

Director’s register

Securities register (Must set out the name and addresses of all shareholders with in the past six years)

A register of securities transfer

Location of Records

All records must be kept at registered office of the corporation.

A change in the location of corporate records can be authorized by directors.

Records can be kept at a different location if they are available for inspection during regular office hours.

Examination of Records

Directors have the right to view the corporate records in order to properly carry out their duties.

Shareholders, creditors, their agents and other legal representatives may examine records in normal business hours.

Anyone can examine and make copies of records of the offering corporations.

Rights to information on Shareholders

Certain persons have the right to list corporation’s shareholders.

For non-offering corporations this right belongs to shareholders, creditors, agents and legal representatives.

By laws

Bylaws are important for proper functioning of corporations.

Bylaws are passed by directors.

Changing a by law is more difficult than changing a resolution.

Procedures for enacting, amending and repealing by-laws

The directors pass a resolution to establish the by-laws.

The by-law comes into effect immediately and remains in effect until its consideration by shareholders.

The by-law is presented to shareholders for their consideration at their next meeting.

The shareholders confirm, reject or amend the by law by way of an ordinary resolution.

Organizational by-laws are usually passed at the beginning of a corporation’s existence and contain the standard provisions on meetings, dividends, and so forth that make the corporation to operate effectively.

Organizational by-laws for Ontario and Federal corporations are available as preprinted forms from legal software packages.

Preparation of By-laws

By-laws can help in following issues:

Choosing directors

Powers of directors

Qualifications of directors

Resignation of directors

Removal of directors

Meetings of directors

Place of meetings

Meetings by telephone

First meeting of new board

Votes to govern

Disclosure of interest in contracts

Resolution in lieu of meeting

Remunerations

Limitations of liability

Indemnity of directors and officers

Insurance

Appointment of officers

Variation of duties

Annual meetings of shareholders

Special meetings of shareholders

Proxies

Shares allotment

Lien for indebtedness

Share certificates

Joint shareholders

Dividend declarations

Dividend payments

Choosing a financial year

Methods of giving notices

Notices to joint shareholders

Waiver of notice

Signing officers

Adoption of form of share certificates

Issuing of shares

Appointment of corporation’s bankers

Appointment of corporation’s accountant and auditors

Confirmation of the site for registered office

Remuneration of auditor

Auditor’s right to examine the corporate records

Auditor’s right to attend audit committee meetings

Disclaimer:

This information is for educational purposes only. It does not constitute any legal advice or opinion. Please do not use any of its contents without seeking a professional advice.

References:

The fundamentals of corporate law and procedure

By Mark Walma and Patricia McCann – Smith

Publisher: Edmond Montogomery Publications Limited, Toronto, Canada.