“Corporate maintenance” refers to two general obligations a corporation must perform on a regular and ongoing basis to comply with applicable laws. These two general obligations are: (1) the preparation of certain documents relating to business decisions (including what if often called “annual minutes” and “corporate resolutions”); and (2) the filing of relevant government forms and reports in a timely fashion keeping the corporation’s information up-to-date on the government registry.
Regarding the first obligation, a corporation must keep internal records for important decisions that are made by its directors and shareholders. These include any number of matters, from appointing a new officer, paying a corporate dividend (profit), changing the registered office, issuing or transferring shares, approving the financial statements and electing directors, among others. Typically, most corporations prepare “annual minutes” when many of these are decided. These can be done at an annual meeting where “minutes” are signed or they may be papered by records signed by the directors and shareholders, in lieu of such meetings. The decisions are recorded and kept in the corporation's minute book along with all other important corporate documents.
The second of these obligations requires corporations to keep the government informed as to its current information. To comply, corporations must file when required: annual government reports/returns, notice of a name change, notices of change of registered office, directors and in certain jurisdictions, their shareholders. These forms are distinct and different from government tax related forms such as tax returns, GST/PST filings and payroll deductions.
The combination of these two obligations is what lawyers and accountants typically refer to when they speak about “corporate maintenance” and “maintaining your corporation”. Good corporate maintenance results from the prompt preparation of proper documentation kept with the records of the corporation, as well as the filing of the government forms and notices keeping the relevant information up to date on government registries. Failure to respect these obligations may lead to government fines and even the dissolution (closing) of a corporation.
