The three documents that anchor everything else
The minute book, the corporate tax returns and the financial statements answer the three questions every estate with a private corporation must answer first: who owns the shares, what are they worth, and what is the tax position. The minute book holds the articles, the by-laws, the share register and the directors' resolutions; it proves the deceased actually held the shares the will assumes, and it records the share terms that decide what the estate can do with them. If shares were supposed to be redeemable, or a past estate freeze created fixed-value preferred shares, this is where that lives.
The tax returns carry the numbers. A corporation's T2 returns and schedules track the balances that drive every post-mortem calculation: the tax accounts, the historical dividends, past elections, and the losses or credits still available. The financial statements complete the picture with what the company owns and owes, which feeds the valuation of the shares for the deceased's final return. Death triggers a deemed disposition of the shares at fair market value, so a supportable value is not optional; it is the number the terminal tax bill is built on.
If those three exist, even imperfectly, the estate is workable. The corporate lawyer usually holds the minute book, the company's accountant holds the returns and statements, and both owe cooperation to the estate once you show them the will and, where issued, the estate certificate.
The full checklist, and where each record usually hides
Beyond the anchor documents, the estate needs the records below, and most have a predictable home even in a disorganized company. Collect them before making any decision about dividends, redemptions or winding up, because several of them change which post-mortem route is available.
| Record | Where it usually is | Why the estate needs it |
|---|---|---|
| Minute book, share register, share certificates | The corporate lawyer's office | Proves ownership and share terms; needed before any redemption or transfer |
| T2 returns and schedules, several years back | The company's accountant, or CRA | Tax account balances, past elections, losses and instalment status |
| Financial statements and working papers | The company's accountant | Feed the share valuation for the deemed disposition at death |
| Shareholder loan ledger | The bookkeeping file | A balance owed to the deceased is an estate asset; one owed by the deceased is a liability |
| Old rollover and freeze paperwork, including T2057 elections | Lawyer or accountant files | Sets the adjusted cost base and paid-up capital of the shares, which drive the tax at death |
| Shareholder agreement and any buy-sell terms | The corporate lawyer, sometimes the bank | May force or price a sale of the shares, and may be funded by insurance |
| Corporate-owned life insurance policies | The insurance advisor, or premiums visible in the bank records | Proceeds paid to the company can create a large capital dividend account credit |
| Bank, loan and investment statements | The company's bank and broker | Cash position, guarantees, and covenants that a death may have triggered |
Two of these deserve emphasis because executors routinely miss them. The shareholder loan ledger often holds a six-figure balance the family has never heard of, in either direction. And corporate-owned life insurance changes the whole plan: proceeds received by the corporation generally credit its capital dividend account, which can let value flow out tax-free if the paperwork is done in the right order.
The balances that drive the tax plan: ACB, PUC, CDA and the refundable accounts
Four numbers, all reconstructed from the records above, decide how expensive it will be to get value out of the company. The adjusted cost base of the shares sets the capital gain on the deemed disposition at death. The paid-up capital sets how much can come out as a return of capital rather than a dividend. The capital dividend account holds the untaxed halves of past capital gains and any life insurance proceeds, and can be paid out tax-free with the proper election. The refundable dividend tax on hand accounts hold corporate tax that comes back to the company as it pays taxable dividends, which changes the real cost of a redemption.
None of these appear on the financial statements, and the last filed return may state them imperfectly; they are running balances that a CPA verifies against history before anyone relies on them. Getting them wrong is not cosmetic. A capital dividend election filed for more than the account holds attracts penalty tax, and a redemption priced without the refundable balances misstates the estate's real tax cost. This is the core of post-mortem tax planning for private company owners, and the records are its raw material.
Why the deadline matters: the subsection 164(6) loss carryback
The estate's first taxation year is a one-time window, and the records determine whether it can be used. Under subsection 164(6), the estate can have the corporation redeem shares within that first year, take the resulting capital loss, and carry it back against the capital gain taxed on the deceased's final return, collapsing two layers of tax toward one. Executing it needs the share terms from the minute book, a supportable valuation, the capital dividend account balance, and a corporation with the cash or assets to redeem. A records hunt that drifts for a year can quietly spend the whole window.
That deadline is also why distributions wait. Transferring the shares out to beneficiaries before the plan is chosen can forfeit the election entirely, a trap covered in whether an executor can distribute before tax clearance. The practical order is records first, valuation second, route chosen third, and only then a distribution schedule.
When the records cannot be found
Missing records are recoverable more often than executors fear, because CRA and the professionals hold copies of most of what matters. Once you are authorized with CRA as the legal representative, prior returns, assessments and account balances can be pulled from CRA's own systems. The corporate registry confirms directors, filings and status. The company's former accountant and lawyer can be compelled by the estate's instructions to release their files, and banks can reproduce statements going back years. A capital dividend account balance can be requested from CRA and verified against history.
What a CPA then does is reconstruction: rebuilding the adjusted cost base and paid-up capital from incorporation documents and old elections, re-deriving the tax accounts, and preparing the valuation. As a business estate planning CPA in Ontario, we do this work alongside the estate lawyer as a defined-scope engagement, so the executor has one reconstructed, documented file instead of a box of guesses. Where the family intends to keep the company running, the same records become the starting point for succession and estate planning for the next owners.
What changes the answer
Five facts decide how hard this records job is and how urgent it is:
- Whether the company is still operating: an active business adds payroll, GST/HST and customer obligations the executor must keep current while the estate work runs.
- Whether there was ever a freeze or rollover: old T2057 elections and freeze documents set the tax numbers at death; without them, cost base and paid-up capital must be rebuilt.
- Whether corporate-owned life insurance exists: it can transform the plan through the capital dividend account, and it is easy to miss.
- How close the estate is to the end of its first taxation year: the subsection 164(6) window rewards estates that assemble records in months, not years.
- Whether a shareholder agreement binds the shares: a buy-sell clause can dictate the buyer and the price before tax planning even starts.
If you are the executor and the records are a mess, the first move is a free 15-minute discovery call: we will tell you which documents matter for this company, which gaps CRA can fill, and what the first-year deadline means for your timetable.
