Good records make annual filings, banking, ownership changes and due diligence easier because the company can show how decisions and ownership developed over time.
Keep the incorporation documents together
Store the Certificate of Incorporation, Articles, Notice of Address, director notices and the documents issued or stamped as part of formation.
Use the registered company name and number consistently when indexing the file.
Maintain by-laws, minutes and resolutions
Company decisions may be documented through board or shareholder resolutions and minutes depending on the matter. Keep signed copies and the date the decision took effect.
Do not depend on email threads as the only record of important corporate decisions.
Keep ownership and share records current
Maintain the share records, certificates and transfer documentation that reflect the company’s ownership. Beneficial ownership reporting is a separate statutory requirement and should be reconciled with the underlying ownership records.
When ownership changes, review whether banking, tax or other external records also need updates.
Retain copies of Registry filings and confirmations
Keep annual returns, beneficial ownership returns, changes of directors, secretary and registered office, and any amendment documents with the company file.
The easiest compliance review is one where the filed document, payment confirmation and effective company record can be traced together.
Organize the company file so future filings are easier.
A practical company file should make it easy to confirm the current directors, secretary, registered office, shareholders, share history, beneficial owners and the latest registered filings. Keep signed or registered copies together with resolutions and supporting records.
This becomes especially important when preparing an Annual Return, changing officers, opening a bank account or responding to professional due diligence. If the records disagree with CROS, identify the difference before filing another notice.
- Keep incorporation documents and amendments together.
- Maintain current officer and shareholder records.
- Retain registered Annual Returns and beneficial-ownership filings.
- Record share issues and transfers when they happen.
- Keep evidence of changes to the registered office or company name.
Questions people ask
Where should company records be kept?
The Registry identifies the registered office as the official address associated with important company records.
Are share certificates the same as the beneficial ownership return?
No. Share records and beneficial ownership reporting are connected but distinct corporate records.
Should I keep old versions after a change?
Keep the historical record and the new effective record so the company can show when the change occurred.