Corporate Records 101: What Is In Your Minute Book?

Disclaimer: This article is intended for the purpose of providing information about corporate minute books only. It is to be used only for the purposes of guidance. This article is not intended to be relied upon as the giving of legal advice and does not purport to be exhaustive.

When you decide to incorporate, you often do so because it offers numerous advantages for your business. Among these are personal liability protection and the potential for tax benefits. What you may not realize, however, is that incorporation also comes with certain record-keeping requirements.

However, these requirements are not daunting or overly time-consuming if you stay on top of them. 

Let’s take a minute to look at minute books and demystify what you need to retain for your corporate records. Of course, if you have questions about your specific corporation, we encourage you to book a call with our team.

What is a minute book?

Simply put, a minute book is a collection of records that provides a snapshot of your corporation.

It is a corporate record that documents the proceedings of the board of directors and shareholders. The term “minute book” comes from the fact that minutes are typically recorded in this type of book.

A corporation would use a minute book to comply with the Business Corporations Act for Ontario corporations, or the Canada Business Corporations Act for federally incorporated businesses.

Do all corporations need a minute book?

Yes – whether you have a federal or provincial corporation, they all require that you have a minute book and that you regularly update it.

Can my minute book be digital?

The Ontario Business Corporations Act specifically requires records to be kept in a bound or looseleaf book or stored electronically. However, the Canada Business Corporations Act simply requires that records be reasonably available to be inspected by the shareholders, creditors and the Director appointed under that Act.

What goes in a minute book?

Your minute book should include:

• Articles of Incorporation and any Articles of Amendment
• Corporate bylaws and any amendments
• Any forms filed with the applicable government (for example, an Initial Return (Form 1) which is required to be filed upon incorporation and when any specific changes are made to the corporation.)
• Directors registers
• Shareholders register
• Officers register, if applicable
• Shareholders ledger, which would set out  the name, address, class and number of shares held by each shareholder
• Minutes of all shareholders’ and directors’ meetings
• Resolutions passed by written consent in lieu of a meeting
• Copies of any contracts or agreements to which the corporation is a party
• Annual reports, if applicable
• Audited financial statements, if applicable
• Shareholders Agreement, if applicable
• Share certificates

You should update your minute book, at a minimum, on an annual basis. If there have been no changes over the past year, the corporation would simply reaffirm, by means of a resolution, that nothing has changed.

Why Keep Your Minute Book Up To Date? 

It is important to keep your minute book up to date for a number of reasons. Let’s outline just three of those reasons.

To ensure the corporation is complying with the law

These records are required by either the Business Corporations Act (Ontario) or the Canada Business Corporations Act (Federal).

The Corporation Profile Report will note if you have not complied with keeping your records up to date. In extreme cases, the Ministry can even involuntarily dissolve your corporation, although that is rare.

To have an accurate record of corporate decisions and shareholdings

Your minute book is a key reference for the directors, shareholders and officers of the corporation. It will document major corporate decisions, such as changes to the articles or bylaws, issuing of new shares, or the sale of property.

The shareholders’ register will identify each shareholder and how many shares they own. This can be helpful if there is ever a dispute among shareholders.

To provide it to third parties upon request

There are some cases where a third party will require that you have an up-to-date corporation profile report.

For example, a lender may request one when you are applying for a business loan.

Or, if you ever sell your business, the buyer will want to see an up-to-date minute book as part of their due diligence.

Keeping Your Corporate Minute Books Up-To-Date

Updating your minute book does not have to be complicated or time-consuming. You can do it yourself. You can also hire a lawyer to ensure that it aligns with all legal requirements.

If you have any questions about your corporate records, and how to keep them updated, book a call today! Our team would be happy to help!