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Directors, shareholder and securities registers

The OBCA requires every corporation to keep a register of its directors and a securities register showing who holds which shares. Carta keeps these as proper registers, with dates and history, rather than a spreadsheet someone last opened two years ago.

Directors and officers

Record each director and officer with their title, address for service, appointment date and, when it happens, their resignation date. Former directors stay on the register with their dates, which is what the Act expects and what an auditor will look for.

You can also record when each director's written consent to act was received, and Carta flags anyone without one.

Shareholder ledger and transfer register

Record each share issuance, transfer and cancellation with its class, number of shares, consideration, date and certificate number. Carta works out each shareholder's current holdings and ownership percentage from those transactions, and keeps a separate transfer register showing every change of ownership.

Stated capital, debt obligations and land

A stated capital account for each class of shares, a register of debentures and promissory notes, and a register of land the corporation owns or has owned in Ontario, with its PIN and legal description.

Not-for-profits get a members register instead

Corporations under the Not-for-Profit Corporations Act don't issue shares. When you set up an ONCA corporation, Carta replaces the shareholder ledger and stated capital with a members register showing each member's class and membership dates.

Common questions

What has to be in an Ontario corporation's directors register?

The OBCA requires the names and residential addresses of the directors, with the dates on which each became or ceased to be a director. Carta stores those along with titles, officer roles and consent dates.

Does Carta calculate share ownership?

Yes. Holdings and percentages are calculated from the recorded issuances, transfers and cancellations, so the shareholder list always matches the transaction history.

ISC registerThe beneficial ownership register Ontario has required since 2023.Digital minute bookThe binder your lawyer keeps, with the same tabs, kept up to date by you.Not-for-profits (ONCA)A members register and ONCA documents instead of a shareholder ledger.What an Ontario corporation's minute book has to containThe records section 140 of the OBCA requires, and where they have to be kept.Director consent to act in OntarioThe written consent every new director signs, and who is qualified to be one.

Keep your minute book in Carta

Registers, resolutions, documents and the annual paperwork for your Ontario corporation, in one place. Organizations created during the open beta keep a free perpetual license.

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