If you incorporated a company in British Columbia, you told the government two addresses you may not remember choosing: a registered office and a records office. Most owners clicked through that screen in about four seconds. Here's what you actually signed up for.
The two offices, in plain English
The registered office is your company's official address for receiving legal documents. If someone sues your company, serves a demand letter, or the government sends a notice, it goes here. It must be a delivery address in BC — a real place where a human can hand over an envelope, not a PO box alone.
The records office is where your company's official records must be kept and made available for inspection. It must also be in BC. The two offices can be the same address, and usually are.
Both are mandatory under the BC Business Corporations Act. There is no exemption for small companies, one-person consultancies, or holdcos that "don't really do anything."
What has to be at the records office
The Act (s. 42) lists the records every company must keep, including:
- Certificate of incorporation, Notice of Articles, and Articles
- The register of directors and the central securities register (who owns which shares — the legal record of ownership, more authoritative than any share certificate in a drawer)
- The transparency register of significant individuals (beneficial owners) — required since 2020 and kept at the records office (BC has legislated a public, registrar-filed version, but it is not yet in force)
- Minutes and resolutions of shareholders and directors
- Copies of filings made with the Registrar
Collectively this is your minute book. The records can be kept electronically — the law cares that they exist, are complete, and can be inspected and copied at the records office during statutory business hours.
"My records office is my house. Is that bad?"
It's legal. It has three problems:
- Privacy. The address is on the public corporate registry. Anyone — customers, ex-partners, process servers — can look up where you live.
- It moves when you move. Forget to file the change of address and your company's official addresses point at a stranger's house. Legal documents served there are still validly served.
- Nobody is actually keeping the records. The address requirement is the easy half. The record-keeping requirement is the half that bites — usually years later, at the worst possible moment.
When an empty minute book becomes expensive
Nobody checks your minute book on a random Tuesday. They check it when the stakes are highest:
- Selling the business. The buyer's lawyer asks for the minute book on day one of due diligence. Reconstructing years of missing resolutions and share records mid-deal costs thousands and can delay or kill the sale.
- Bank financing. Lenders routinely want certified copies of registers and borrowing resolutions.
- CRA review. Paid yourself dividends? The CRA can ask for the resolutions declaring them. No resolution, and your accountant is suddenly having a very careful conversation about how those payments should be characterized.
- Shareholder disputes. The central securities register is the legal record of who owns what. If it was never maintained, you're litigating from memory.
The annual report trap
Separate from all of the above, every BC company must file an annual report with the Registrar within two months of its incorporation anniversary. It's not a tax filing — it just confirms your information is current. Miss it two years running and the Registrar can dissolve your company. Dissolved companies stop existing: contracts, bank accounts, and assets are all in limbo. Restoration is possible — typically a matter of weeks and $699 flat plus government fees — but companies usually discover the problem when a payment bounces or a land title search comes back wrong. See how the annual report works.
What a records office service actually does
For roughly $250–$400/year (Minuted is $249 or $399), a records office service gives your company:
- A professional BC address for both offices (your home address comes off the public registry)
- A complete, maintained minute book — registers current, resolutions done annually
- Your annual report prepared and filed every year, on time
- Someone whose actual job is to know about things like the coming transparency register changes before they become your problem
Law firms have offered this for decades — traditionally as a binder on a shelf you've never seen. Minuted does the same statutory job with a digital minute book portal: log in, see every document, every deadline, and a green checkmark next to each one.
The five-minute health check
Want to know where your company actually stands? Answer these:
- Can you produce your central securities register right now?
- Do you have signed annual resolutions for last year?
- Does your company have a transparency register at all?
- When is your next annual report due? (Not roughly — the date.)
- Whose address is your registered office, and is it current?
If any answer is "I don't know," we'll tell you exactly what's missing — free. Email hello@minuted.ca with your company name for a no-obligation minute book health check. Haven't incorporated yet? Read what to enter as your registered and records office before you file.
Minuted is a corporate records and filing service, not a law firm, and this article is general information, not legal advice.