The corporate minute book serves as a comprehensive and enduring record for corporations to keep track of their activities and regulations. It is a primary means of organizing and retaining all your corporation’s paperwork. Corporate minute books are usually retained at the head office of the corporation or the office of the corporation’s lawyer.
Apart from being a legal requirement, corporations should keep a minute book since it has several advantages. Properly maintaining a minute book is crucial, as it ensures compliance with legal requirements and helps protect the corporation’s interests. First, a well-maintained corporate minute book can help prevent disputes, as it ensures that corporate decisions and ownership percentages are thoroughly documented. In addition to that, it’s important to note that your corporate records may be reviewed by the corporation’s accountants or the Canada Revenue Agency.
If you are a business owner and planning to grow your business or sell it, potential buyers or investors will typically conduct a review of your minute book as part of their due diligence.
What Documents Should You Keep in A Minute Book?
There are certain documents that need to be maintained in your minute book which are usually kept in a physical binder. The first step in repairing a minute book for a corporation is to gather all relevant documents available. Upon collecting all the documents, it becomes possible to identify any deficiencies that exist. The Corporation’s Directors should obtain the relevant documents for each folder.
Articles of Incorporation: This document contains the articles of incorporation and any articles of amendment. This is a legal document that is filed with the provincial or federal government. It establishes the corporation’s existence and sets out its purpose, structure, and governing rules. It is one of the most important documents in a minute book, as it provides the legal basis for the corporation’s existence.
By-laws: By-laws are regulations that oversee the internal workings of a corporation. Bylaws are important in ensuring that the corporation operates in a fair and transparent manner.
Directors and Officers Registers: Directors register contains the name of a director, their residential address, whether they are a Canadian resident, the date on which they joined as a director, and if applicable, the date on which they resigned as a director.
Officers register contains the name of an officer, their residential address, the date on which they obtained the position of an officer, and if applicable, the date on which they ceased to hold the position. Typical officers of a corporation include President, Vice-President, Treasurer, and Secretary.
Forms: The forms filed refer to all documents submitted to government bodies such as Corporations Canada or Ontario’s Government and Consumer Services. Federal corporations can obtain copies of these documents from Corporations Canada. Examples of such forms include: Initial Registered Office Address and First Board of Directors, Change of Registered Office Address, Changes Regarding Directors, Annual Return and Application for Termination of Extra-Provincial License.
Shareholder Agreement: A comprehensive shareholder agreement is a document that outlines the rights and regulations of shareholders in a corporation. If such an agreement exists, it must be included in the minute book.
Shareholder’s Ledger: A shareholder ledger provides a record of the shares held by each shareholder. A ledger is created for each shareholder, containing information such as the date they acquired shares, certificate number, transfer number, the names of the parties involved in the transfer, the number of shares bought or sold, and the remaining balance of shares held.
Shareholders Register: A Shareholder register shows the names and addresses of all shareholders, and details of shares held.
Transfer Register: A transfer register provides information about a share transfer, including the transfer number, transfer date, certificate number, number of shares transferred, names of the parties involved in the transfer, and the number of shares transferred.
Notices and Resignation: This pertains to notifications issued for all meetings involving directors and shareholders, as well as any change in address or resignation of a director.
Resolutions and Minutes: Directors Resolutions, Shareholder Resolutions Minutes of Directors Meeting and Minutes of Shareholders Meeting are among other documents to be kept in a minute book.
Share Certificates: This document is legal proof of ownership of the number of shares indicated.
Debt Obligations Ledger: Corporations should hold a record of all debt obligations. (For Ontario corporations, they should also hold a register of interests in land).
Individuals with Significant Control Register: For corporations registered under the Canada Business Corporations Act (CBCA), it is necessary to maintain a register of individuals with significant control. This register is a document that includes details about individuals who hold significant control.
If you are seeking legal assistance to on how to maintain a minute book or need guidance on how to do it yourself, contact us today and find out how we can be of help.
The information provided above is of a general nature and should not be considered legal advice. Every transaction or circumstance is unique, and obtaining specific legal advice is necessary to address your particular requirements. Therefore, if you have any legal questions, it is recommended that you consult with a lawyer.