Using Tobuso’s platform, you can take care of a number of standard corporate law events. The purpose of this article is to describe each of the events in detail.
All events include document generation, e-signature, and updating of your digital Minute Book hosted for free on the Tobuso platform.
If you have any questions about these event types, or if you’re not finding exactly what you’re looking for, please contact us, and we will be happy to help however we can.
Incorporation
Incorporation is the act of setting up a new legal entity. It is sometimes also called “company formation”.
When we use the term “incorporation” on the Tobuso platform, we are referring to two distinct steps:
- Filing an incorporation application with a corporate registry and formally creating the new entity (including name search); and
- Carrying out the corporate organizing steps that are required after incorporation, which culminates in the creation of a comprehensive digital Minute Book.
Some service providers only include item #1 in their incorporation packages, but item #2 is crucial.
For the post-incorporation organizing step described in item #2, Tobuso’s system will generate the following for you (if applicable for your jurisdiction and entity type):
- by-laws
- initial director resolutions
- initial shareholder resolutions
- share subscriptions
- share issuances
- director consents
- officer consents
- securities register
- transfer register
- shareholder ledgers
- register of individuals with significant control, and
- register of ownership interests in land.
You can read more about incorporation in some of our other articles about company formation.
Click here to get started with incorporating a company today.
Extra-Provincial Registration
Extra-provincial registration is the term used when a corporation that already exists in one jurisdiction registers to do business in a province.
By extra-provincially registering in a province, you are letting the corporate registry know that you are carrying out business there.
For example, if a company formed under the laws of Ontario decides to open an office in British Columbia, it would need to “extra-provincially” register in British Columbia.
The requirements for extra-provincial registration in each province differ from province to province. It also varies depending on the home jurisdiction of your corporation; for example, the process can be different if the home jurisdiction is:
- federal (Canada Business Corporations Act);
- another Canadian province;
- another Canadian province in Western Canada (if extra-provincially registering in a Western Canadian province); or
- foreign.
Tobuso’s system is set up to facilitate extra-provincial registrations in the following provinces:
- British Columbia
- Ontario
- Alberta
- Saskatchewan
- New Brunswick
Tobuso’s package for extra-provincial registration includes:
- collection of all necessary information for the extra-provincial registration;
- name search and reservation (where required);
- directors’ resolution authorizing the extra-provincial registration (optional);
- extra-provincial registration filing; and
- obtaining confirmation of filing, including local company numbers and tax numbers.
You can read more in some of our other articles about extra-provincial registration.
Click here if you would like to get started with Extra-Provincially Registering your Entity.
Clean-Up
Clean-up refers to cleaning up an entity’s corporate records. It is sometimes also referred to as a “rectification of records”, “Minute Book clean-up”, or “corporate clean-up”.
Clean-ups are required when a corporation has not kept its records up-to-date for multiple years. When regular maintenance is not carried out on a corporation’s records, it becomes outdated and non-compliant with corporate laws. In such a situation, you need to do all you can to bring them back up to date, or rectify them—that’s what a clean-up is.
Tobuso’s system supports clean-ups where no Minute Book was created at the time of incorporation.
Tobuso’s package for clean-up includes:
- director resolutions confirming current information and rectifying past omissions;
- shareholder resolutions confirming current information and rectifying past omissions;
- creation of missing Minute Book documents:
- by-laws
- share subscriptions
- share issuances
- director consents
- officer consents
- securities register
- transfer register
- shareholder ledgers
- register of individuals with significant control, and
- register of ownership interests in land.
Clean-ups are usually imperfect and can only partially replace the benefit of regularly maintained corporate records.
To learn more, check out some of our other articles about clean-up.
To get started with your corporate clean-up, click here.
Annual Maintenance
Every corporation is legally required to carry out corporate maintenance. We refer to it as “annual maintenance”.
Annual Maintenance has an external component and an internal component:
- External
- filing of the annual return (or annual report) with the corporate registry of your home jurisdiction;
- Internal
- annual shareholder meeting (AGM) or written resolution in its place, annual director meeting, and a number of other important housekeeping items.
Tobuso’s platform takes care of both of these for you. This is important to keep in mind because it is common for the filings to be made (external) with the internal paperwork being taken care of. Both are legally required.
To learn more about annual corporate maintenance, check out some of our other articles about annual maintenance.
To get started with your annual maintenance, click here.
Annual Filing
Annual Filing refers to the annual return or annual report you must file every year with applicable corporate registries.
If you carry out the Annual Maintenance event on Tobuso’s platform, the Annual Filing in your home jurisdiction is automatically included.
However, Annual Filings are also listed as a separate Event because there are times when you might need to make an Annual Filing separate from carrying out Annual Maintenance. For example:
- your corporation is extra-provincially registered, and you need to submit an annual filing with the corporate registry in that province; or
- you are late with your annual filing; you need to complete it ASAP and do not have all the information required for Annual Maintenance.
Tobuso’s annual filing service prepares the filing documents for you, sends them to you for e-signature (where applicable), submits them to the applicable corporate registry, and updates your digital Minute Book accordingly.
To learn more about annual filings, check out some of our other articles about annual maintenance and filings.
To get started with your annual filing, click here.
Digitize Minute Book
This event refers to the process of converting a paper Minute Book into a digital Minute Book.
There are two parts to the digitization process:
- uploading scanned copies of the Minute Book documents and organizing them within the digital Minute Book; and
- populating the entity’s Data Summary on the Tobuso platform so that it can be used to run other Events.
To learn more about the benefits of digital Minute Books, check out some of our other articles about Minute Books.
To get started with digitizing your paper Minute Book, click here.
Organizing Post-Incorporation
After you incorporate a company, there are several steps that you must take (it’s required by law!)—those steps are collectively referred to as “organizing”. However, sometimes people incorporate their company and never take that second step to organize their corporation.
This Event package is designed to help people organize their company after incorporation. Tobuso’s system will create a digital Minute Book for you, including the following (if applicable for your jurisdiction and entity type):
- by-laws
- initial director resolutions
- initial shareholder resolutions
- share subscriptions
- share issuances
- director consents
- officer consents
- securities register
- transfer register
- shareholder ledgers
- register of individuals with significant control, and
- register of ownership interests in land.
If you are trying to decide whether to carry out a “Clean-Up” or an “Organizing” event, one way to decide is to look at how long it has been since the time of incorporation: if one year or less has passed since the time of incorporation then you can probably do the “Organizing” event, but if multiple years have passed then you would be better off with the “Clean-Up”.
Change Address
When a corporation changes its registered office address, sometimes called a head office address, a number of steps need to be taken.
The most important steps that need to be taken from a corporate records perspective are:
- directors’ resolution to authorize a change to the registered office address;
- filing a notice with the corporate registry in your home jurisdiction, alerting them to the change; and
- filing notices with corporate registries of any provinces where your corporation is extra-provincially registered.
The Change Address event on Tobuso’s system generates the required directors’ resolution and filing in your home province.
To learn more, check out some of our other articles about address changes.
To get started changing your corporate address, click here.
Change Directors
When there is a change in the Directors of a corporation (or a change in information about a director, such as a change to their address), a number of steps need to be taken.
The most important steps that need to be taken from a corporate records perspective are:
- shareholders’ resolution to elect new directors and acknowledge any resignations;
- filing a notice with the corporate registry in your home jurisdiction, alerting them to the change; and
- filing notices with corporate registries of any provinces where your corporation is extra-provincially registered.
The Change Directors event on Tobuso’s system generates the required shareholders’ resolution and filing in your home province.
To learn more, check out some of our other articles about director changes.
