What Records Must a Corporation Keep? Federal and Alberta Rules

What “corporate records” means

A corporation is a legal entity separate from the people who own or run it, and corporate statutes require it to keep a paper (or electronic) trail proving how it was formed, who owns it, and who has decided what on its behalf. This collection is often called the “minute book.” It is not optional paperwork for the corporation’s own convenience: both the federal Canada Business Corporations Act (CBCA) and Alberta’s Business Corporations Act (ABCA) make it a legal duty, backed in the federal case by a specific fine for non-compliance.

Which statute applies depends on where the corporation was incorporated, not where it operates. A corporation incorporated federally under the CBCA follows CBCA s 20; one incorporated under Alberta’s ABCA follows ABCA ss 21 to 23. Ontario has its own comparable requirement under the Business Corporations Act (Ontario), but its exact wording was not independently verified for this article, so no specific Ontario claim is made below.

What records the law requires

The two statutes overlap heavily on the core governance documents: articles, bylaws, the unanimous shareholder agreement, and shareholder meeting minutes appear on both lists. Alberta’s statute additionally requires copies of financial statements and reports filed under s 155(1), and a register of director disclosures made under the conflict-of-interest rule in s 120, neither of which appears as a listed item in the CBCA provision reviewed here. The federal statute, in turn, explicitly lists director and committee minutes and a securities register as required records.

Accounting records and how long to keep them

Beyond the governance documents, both statutes require “adequate accounting records.” Federally, the CBCA sets a specific retention period: accounting records must be kept for at least six years after the end of the financial year to which they relate, unless another federal or provincial law requires a longer period. The sources reviewed do not include an equivalent Alberta retention figure, so no specific Alberta accounting-retention period is stated here; corporations should check the ABCA text directly or confirm with a legal or accounting professional.

Where the records have to be kept, and who can see them

Federally, records are normally kept at the corporation’s registered office or another Canadian location the directors designate. They can be kept outside Canada, but only if they stay available for inspection at a Canadian location, by computer terminal or similar technology, during regular office hours, with technical assistance provided.

In Alberta, records must be prepared and maintained at the corporation’s records office. The ABCA also sets out who is entitled to look at them:

1. Directors and shareholders (and their agents or legal representatives) can examine the s 21(1) records free of charge during the corporation’s usual business hours.
2. Every shareholder is entitled, on request and without charge, to one copy of the articles, bylaws, and any unanimous shareholder agreement (and their amendments).
3. Creditors (and their agents or legal representatives) can examine a narrower set of the records, specifically those listed in s 21(1)(a), (c), and (d), excluding the unanimous shareholder agreement, but only on payment of a reasonable fee.

What happens if the records aren’t kept

Federally, failing to comply with the CBCA’s record-keeping requirements without reasonable cause is an offence, punishable on summary conviction by a fine of up to $5,000. The Alberta facts reviewed for this article do not include an equivalent penalty clause, so no specific Alberta fine amount is stated here. Regardless of the formal penalty, both statutes give directors, shareholders, and (in Alberta, for certain records) creditors a right to inspect these documents, which means gaps in the minute book tend to surface exactly when they are most inconvenient: during financing, a sale, or a dispute.

A note on Ontario

Ontario corporations are governed by the Business Corporations Act (Ontario), which is understood to impose a broadly similar duty to maintain records at a registered or records office. That said, the specific wording, list of required records, and any retention periods under the Ontario statute were not confirmed against the primary source for this article, so they are deliberately left out rather than assumed to mirror the federal or Alberta rules. Anyone relying on the Ontario position should check the current text of the Ontario statute directly.