All Canadian corporations, whether federal or provincial, must maintain a corporate Minute Book. It is a legal requirement according to the Canada Business Corporations Act (CBCA) that every corporation must keep their corporate documents organized in a minute book.

What is a Corporate Minute Book?

A minute book is a collection of important documents for a company, like records of meetings and company rules, kept together to track decisions and legal matters.

What Documents Does it contain?

Articles of Incorporation:

Corporation by-laws

Corporation by-laws are a set of rules and procedures created by a company to govern its internal management and operations. They outline how decisions are made, the roles and duties of officers and directors, and guidelines for conducting meetings and other corporate activities.

Borrowing By-Law

It is a specific rule in a corporation’s by-laws that outlines the procedures and limits for how the company can borrow money, including who can authorize borrowing and for what purposes.

First Board of directors’ resolutions

In the first board meeting, the initial decisions and actions taken by the board of a newly formed corporation. These typically include adopting the corporate by-laws, appointing officers, setting up a fiscal year, establishing banking arrangements, and issuing stock certificates, among other foundational governance activities.

First Shareholders Resolutions

The “First Shareholders Resolutions” are the inaugural decisions made by the shareholders of a corporation. These typically include ratifying the corporation’s by-laws, electing the board of directors, and appointing an auditor and an accountant for the company.

Registers of directors, officers, and shareholders of the Corporation

These documents in minute book are official records that list the names and details of the individuals serving as directors and officers of the company, as well as the names and shareholdings of all the shareholders. These registers are important for legal compliance and governance transparency.

Resolutions of corporation’s directors and officers

These documents include formal decisions or statements adopted by the board of directors and the executive officers of a company. These resolutions cover various aspects of corporate management, policy-making, and operational decisions, and are recorded as official documents.

Notices and registrations filed with the registry and Others.

It refers to the various legal documents and information that a corporation must officially submit to government or regulatory bodies. This includes incorporation details, changes in corporate structure, director and officer appointments, and other significant legal notifications. These filings ensure compliance with legal requirements and keep public records updated regarding the corporation’s status and operations.

Share certificates.

“Share Certificates” are official documents issued by a corporation to its shareholders, certifying ownership of a specified number of shares in the company. These certificates serve as a physical proof of share ownership.

Shareholders’ agreement (if any)

It is a contract between the owners of a company (the shareholders), which outlines their rights, responsibilities and the rules governing their interactions with each other and with the corporation. This agreement typically covers aspects like how decisions are made, how shares can be bought or sold, and how disputes are resolved.

Do you need a corporate minute book?

Yes, a corporate minute book is necessary for most businesses, especially incorporated Company. It serves as the official record for a corporation’s meetings, decisions, and legal documents, ensuring compliance with legal requirements and aiding in effective corporate governance.

Other what Times You May Need a corporation Minute Book

A corporation’s minute book may be needed in various situations, such as during legal audits, when facing legal challenges or disputes, for tax preparation and audits, in the event of selling or transferring the business, during annual general meetings, and when undergoing regulatory compliance checks. It’s a key document for both internal decision-making and external verification of the corporation’s activities and governance.

Where can you obtain a Digital or Physical Minute Book

You can obtain a digital or physical minute book from several sources:

Legal Firm: Law firms often provide minute book services, both in digital and physical formats.

Corporate Service Providers: Corporate services companies like Business Ontario often provide minute book services, both in digital and physical formats.

Accounting Firm: CPA firm also offer minute book services, both in digital and physical formats.

How much cost for a Minute Book:

Obtaining a minute book through a lawyer or accounting firm may cost between $500 to $1000, reflecting the additional legal expertise and services involved. Where Business Ontario offer the following price for a Minute Book:

Business Ontario offers a range of minute book options to suit different corporate needs, including both physical and digital formats:

Digital Minute Book & By-laws: Priced at $149, offering a convenient and efficient digital format for maintaining corporate records.

Premium Binder Minute Book & Bylaws: Priced at $199, this option includes additional features and higher-quality materials for a more comprehensive physical record.